Common use of Restricted Activities Clause in Contracts

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following restrictions on his activities during and after his employment hereunder are necessary to protect the good will, Confidential Information, trade secrets and other legitimate interests of the Group Members: (i) During the Term, the Executive will not undertake any outside activity, whether or not competitive with the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term and for six (6) months after his employment terminates (the “Restricted Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with any Group Member within any geographic area in which such Group Member does business or undertake any planning for any business competitive with any Group Member. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of any Group Member as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, a customer of any Group Member. For the purposes of this Section 10, the business of any Group Member shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. (iii) During the Restricted Period, the Executive will not directly or indirectly (a) solicit or encourage any customer of any Group Member to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer of any Group Member to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) months.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his Executive's activities during and after his Executive's employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During While the TermExecutive is employed by the Company and for the period of twenty-four (24) months immediately following termination of the Executive's employment by the Company (in the aggregate, with the period of Executive's employment, the Executive will not undertake any outside activity, whether or not competitive with the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term and for six (6) months after his employment terminates (the “Restricted "Non-Competition Period”"), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any Group Member of its Affiliates within any geographic area in which such Group Member does business the United States or Europe or undertake any planning for any business competitive with the Company or any Group Memberof its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member of its Affiliates as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide 's employment. Restricted activity includes without limitation. providing services, in any capacitydirectly or indirectly, with or without compensation, whether as an employee, independent contractor contractor, officer, director or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with does, or has plans to become, a competitor of the business of the Company or any Group Member for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, a customer of any Group Memberits Affiliates. For the purposes of this Section 109, the business of any Group Member the Company and its Affiliates shall include all Products and the Executive’s 's undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, foregoing restrictions shall not prevent preclude the Executive’s Executive from making or retaining passive ownership investment interests of less than two percent (2%) in corporations whose stock is registered under the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or less one of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the equity securities governing board of any publicly traded companysuch Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereof. (iiib) During The Executive agrees that, during Executive's employment with the Restricted Company, Executive will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with Executive's duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Period, Executive will not (i) hire or attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person or encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly (a) solicit or encourage any customer of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; , or (b) seek to persuade any such customer or prospective customer of any Group Member to conduct with anyone else any Person any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Personits Affiliates. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) months.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations You acknowledge that, during your employment with the Company, you will have access to Confidential Information and trade secrets which, if disclosed, would assist in competition against the Parent Company and the other Group Members pursuant to Article 17 of the Service Agreement its Affiliates, and that such obligations shall remain in full force and effect in accordance with their terms during his employment by you will also generate goodwill for the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligationsand its Affiliates. Therefore, the Executive agrees you agree that the following restrictions on his your activities during and after his your employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets secrets, and other legitimate interests of the Group MembersCompany and its Affiliates: (i) During the TermTerm of Employment, the Executive will not undertake any outside activity, whether or not competitive with the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term and for six (6) months after his employment terminates (the “Restricted Period”), the Executive you shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer venturer, or otherwise, compete with the Company or any Group Member within any geographic area in which such Group Member does business of its Affiliates or undertake any planning for any business competitive with the Company or any Group Memberof its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of any Group Member as conducted or under consideration at any time during the Executive’s employment and further agrees you agree not to work or provide services, in any capacity, whether as an employee, independent contractor contractor, or otherwise, whether with or without compensation, to any Person who (other than the Company and its Affiliates) that is engaged in any business that is competitive with all or any portion of the business of any Group Member for which the Executive has provided servicesCompany or its Affiliates, as conducted or in planning during his employment. Restricted activity includes without limitation accepting your employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, a customer of any Group Member. For the purposes of this Section 10, the business of any Group Member shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for ProductsCompany. The foregoing, however, shall not prevent your passive ownership of two percent (2%) or less of the Executive’s equity securities of any publicly traded company. (ii) During the Restricted Period (as defined below), you shall not, directly or indirectly: (i) engage in any Competitive Activity (as defined below) within or with respect to the Prohibited Territory (as defined below); (ii) assist others to engage in Competitive Activity within or with respect to the Prohibited Territory, whether as an employee, agent, partner, shareholder, member, investor, owner, lender, director, consultant, or otherwise; or (iii) allow any entity controlled, directly or indirectly, by you to engage in any of the conduct prohibited by this Section. The foregoing, however, shall not prevent your passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. (iii) During both the Term of Employment and the Restricted Period, the Executive you will not directly or indirectly (aA) solicit or encourage any customer customer, vendor, supplier, or other business partner of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; them or (bB) seek to persuade any such customer customer, vendor, supplier, or other business partner or prospective customer customer, vendor, supplier, or other business partner of the Company or any Group Member of its Affiliates to conduct with anyone else any business or activity which such customer customer, vendor, supplier, or other business partner or such prospective customer customer, vendor, supplier or other business partner conducts or could conduct with the Company or any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Personits Affiliates. (iv) During both the Term of Employment and the Restricted Period, the Executive you will not, and will not assist any other Person (other than the Company and its Affiliates) to, (a) hire or solicit for hiring or engagement, any employee of the Company or any Group Member of its Affiliates or seek to persuade any employee of the Company or any Group Member of its Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company or any Group Member of its Affiliates to terminate or diminish his, her, or its relationship with them. For the purposes of this Agreement, an “employee” or an “independent contractor” of the Company or any Group Member of its Affiliates is any person Person who was such at any time within the preceding twelve (12) months.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During the Term, While the Executive will not undertake any outside activity, whether or not competitive with is employed by the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term Company and for six two (62) months years after his employment terminates (terminates, and regardless of the “Restricted Period”)reason therefor, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any Group Member within any geographic area in which such Group Member does business of its Affiliates or undertake any planning for any business competitive with the Company or any Group Memberof its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member of its Affiliates as conducted or under consideration at any time during the Executive’s employment employment, and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of the Company or any Group Member of its Affiliates for which the Executive has provided services, as conducted or in planning services during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months one year prior to termination of the Executive’s employment has been, a customer franchisee of the Company or any Group Memberof its Affiliates. For the purposes of this Section 108, the business of any Group Member the Company and its Affiliates shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Productsas hereinafter defined. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. (iiib) During The Executive agrees that, during his employment and during the Restricted Periodtwo (2) year period immediately following termination of his employment, and regardless of the reason therefor, the Executive will not directly or indirectly (a) solicit or encourage any customer franchisee of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer franchisee or prospective customer franchisee of the Company or any Group Member of its Affiliates to conduct with anyone else any business or activity which such customer franchisee or prospective customer franchisee conducts or could conduct with the Company or any Group Memberof its Affiliates; provided that these restrictions shall apply (1y) only with respect to those Persons who are or have been a customer franchisee of such Group Member the Company or any of its Affiliates at any time within the immediately preceding twelve (12) month period one year or whose business has been solicited on behalf of the Company or any Group Member of the Affiliates by any of their officers, employees or agents (and of which the Executive has actual knowledge) within said twelve (12) month one year period, other than by form letter, blanket mailing or published advertisement, and (2z) only if the Executive has performed work for such Person, Person during his employment with the Company or one of its Affiliates or been introduced to, or otherwise had contact with, to such Person as a result of his employment or other associations with any Group Member, the Company or has had access to Confidential Information which would assist in the Executive’s solicitation one of such Personits Affiliates. (ivc) During The Executive agrees that, during his employment and for the Restricted Periodtwo (2) year period immediately following termination of his employment, and regardless of the reason therefor, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of the Company or any Group Member of its Affiliates as of the date of such solicitation or any employee who was employed by the Company or any of its Affiliates during the six (6) months prior to the Executive’s termination of employment, or seek to persuade any employee of the Company or any Group Member of its Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” or “independent contractor” of the Company or any Group Member of its Affiliates is any person who was such at any time within the preceding twelve (12) monthsyear. For purposes hereof, general solicitations not directed at a particular person or advertising in media directed at the general public shall not provide the basis for a claim by the Company that the Executive violated this Section.

Restricted Activities. The Executive acknowledges and agrees that (a) The Executive acknowledges that he she is bound by certain obligations an executive or management employee of the Company and is provided access to the Parent and Company’s “Trade Secrets,” defined as the whole or any portion or phase of any scientific or technical information, design, process, procedure, formula, improvement, confidential business or financial information, listing of names, addresses, or telephone numbers, or other Group Members pursuant information relating to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). which is secret and of value, and (b) In addition to the Existing Obligations, the Executive agrees that the following restrictions on his her activities during and after his employment hereunder with the Company are necessary to protect the good will, Confidential Information, trade secrets Company’s Trade Secrets and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During the Term, While the Executive will not undertake any outside activity, whether or not competitive with is employed by the business Company and during the one (1) year period immediately following termination of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term and for six (6) months after his Executive’s employment terminates (the “Restricted Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, independent contractor, co-venturer or otherwise, whether with or without compensation, compete with the Business (as defined below), or any Group Member within any geographic area portion of the Business, in which such Group Member does business the United States of America (the “Restricted Area”) or undertake any planning for any business competitive with any Group Memberall or a portion of the Business in the Restricted Area. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of any Group Member as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who that is engaged in all or any business that is competitive with portion of the business of any Group Member for which the Executive has provided servicesBusiness, as conducted or in active planning to be conducted during his employment. the Executive’s employment with the Company or, with respect to the portion of the Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to Period that follows the termination of the Executive’s employment has beenemployment, a customer of any Group Member. For at the purposes of this Section 10, the business of any Group Member shall include all Products and time the Executive’s undertaking shall encompass all itemsemployment terminates, products and services that may be used in substitution for Productsthe Restricted Area. The Notwithstanding the foregoing, howevernothing in this Agreement shall (x) prevent Executive from providing services to a consulting firm that provides services to any business that competes with the Business, shall not prevent the Executive’s passive ownership of two percent (y) preclude Executive from owning up to 2%) or less % of the equity publicly traded securities of any publicly traded companybusiness, or (z) prevent the Executive from providing services to an entity that contains a business that competes with the Business, provided the Executive is not responsible for (and does not engage or participate in) the day-to-day management, oversight or supervision of such business and provided the Executive does not have direct supervision over the individual or individuals who are so responsible for such day-to-day management, oversight or supervision. (iiib) During the Restricted Period, the Executive will not directly or indirectly (ai) solicit or encourage any customer of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; or (bii) seek to persuade any such customer or prospective customer of the Company or any Group Member of its Affiliates to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Memberof its Affiliates; provided provided, however, that these restrictions shall apply (1y) only with respect to those Persons who are or have been a customer of such Group Member the Company or any of its Affiliates at any time within the immediately preceding twelve two (122) month year period or whose business has been solicited on behalf of the Company or any Group Member of its Affiliates by any of their officers, employees or agents within said twelve such two (122) month year period, other than by form letter, blanket mailing or published advertisement, and (2z) only if the Executive has performed work for such Person, Person during the Executive’s employment with the Company or one of its Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his the Executive’s employment or other associations with any Group Member, the Company or one of its Affiliates or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. Notwithstanding anything in this Section 10(b) to the contrary, Executive may solicit customers and prospective customers for purposes of providing or selling products or services that that do not compete with the Business. (ivc) During the Restricted Period, the Executive will not, and will not assist any other Person person to, (ai) hire or solicit for hiring any employee of the Company or any Group Member of its Affiliates or seek to persuade any employee of the Company or any Group Member of its Affiliates to discontinue employment or (bii) solicit or encourage any independent contractor providing services to the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” or an “independent contractor” of the Company or any Group Member of its Affiliates is any person Person who was such at any time within the preceding twelve two (122) monthsyears.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Subsidiaries: (ia) During While Executive is employed by the Term, the Executive will not undertake any outside activity, whether or not competitive with the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term Company and for six eighteen (618) months after his employment terminates (in the aggregate, the “Restricted Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employeeExecutive, co-venturer or otherwiseotherwise (other than through ownership of publicly-traded capital stock of a corporation which represents less than one percent (1%) of the outstanding capital stock of such corporation), (i) compete with the Company, Holdings or any Group Member within of the Company’s Subsidiaries in any geographic area business related to developing, selling, licensing or otherwise providing Products and related services to physicians, hospitals or other medical establishments in the United States or such other business activities which such Group Member does business the Company, Holdings or any of the Company’s Subsidiaries shall conduct or intend to conduct as of the Termination Date, or (ii) undertake any planning for any business competitive with the Company, Holdings or any Group Memberof the Company’s Subsidiaries. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company, Holdings or any Group Member of the Company’s Subsidiaries as conducted or under consideration at any time during the Executive’s employment and further with the Company or any of its Subsidiaries (including prior to the date hereof). (b) Executive agrees that, during his employment with the Company, he will not to work or provide services, in undertake any capacityoutside activity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is not competitive with the business of the Company, Holdings or the Company’s Subsidiaries, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company, Holdings or any Group Member for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the ExecutiveCompany’s employment has been, a customer of any Group Member. For the purposes of this Section 10, the business of any Group Member shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded companySubsidiaries. (c) Executive further agrees that while he is employed by the Company and during the Non-Competition Period, Executive will not, directly or indirectly, (i) hire or attempt to hire any Executive of the Company, Holdings or any of the Company’s Subsidiaries or anyone who was such an Executive within the six (6) months preceding such hire or attempt to hire, (ii) hire or attempt to hire any independent contractor providing services to the Company, Holdings or any of the Company’s Subsidiaries or anyone who was such an independent contractor within six (6) months preceding such hire or attempt to hire, (iii) During assist in hiring or any attempt to hire of anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any Executive or independent contractor of the Restricted PeriodCompany, Holdings or any of the Executive will not directly Company’s Subsidiaries to terminate his or indirectly her relationship with the Company, Holdings or any of the Company’s Subsidiaries, or (av) solicit or encourage any customer or vendor of the Company, Holdings or any Group Member of the Company’s Subsidiaries to terminate or diminish its relationship with any of them; or (b) seek to persuade any such customer or prospective customer , or, in the case of any Group Member a customer, to conduct with anyone else any Person any business or activity which such customer or prospective customer conducts or could conduct with the Company Company, Holdings or any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the ExecutiveCompany’s solicitation of such PersonSubsidiaries. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) months.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent In exchange for good and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during valuable consideration including, without limitation, his employment by the Company hereunder (and the “Existing Obligations.”). (b) In addition to compensation and benefits described herein and the Existing Obligationsgrant of equity awards during the Term, the Executive agrees that the following some restrictions on his activities during and after his Executive’s employment hereunder with the Company are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group Members:Company and its subsidiaries and Affiliates. Accordingly, in addition to the obligations set forth in Sections 6 and 7 above, (ia) During While the TermExecutive is employed by the Company, and through the last day of the twelve (12) month period following the termination of the Executive’s employment or, if later, the Executive will not undertake any outside activitylast day of the Continuation Period (whichever applies, whether or not competitive with the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term and for six (6) months after his employment terminates (the “Restricted Non-Competition Period”), the Executive shall not, directly or indirectly, whether as an owner, manager, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete in any material manner with the Company or any Group Member within of its subsidiaries or Affiliates in the Business anywhere in the United States, Canada, Europe, or elsewhere that the Company or any geographic area of its subsidiaries or Affiliates conducted the Business during the Term; provided that the Executive shall be permitted to own, as a passive investor, not more than 1% (one percent) of the publicly-traded securities of any Person; provided, further, that the foregoing prohibition shall not apply to any Person which competes with the Company in which the Business in the United States, Canada, Europe, or elsewhere itself or through a division, subsidiary or other business unit of such Group Member Person so long as the Executive does not himself so compete and does not work or consult for, or otherwise give advice to, any division, subsidiary or business or undertake any planning for any business competitive with any Group Memberunit that does so compete. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive in any material manner with the business of any Group Member as conducted or under consideration at any time Business. In addition, during the Executive’s employment and further agrees not to work or provide servicesNon-Competition Period, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes without limitation accepting shall not accept employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has beenwas, a customer of the Company or any Group Memberof its subsidiaries or Affiliates. For the purposes of this Section 10Agreement, the “Business” shall mean the designing, developing, manufacturing, producing, marketing, distributing, selling and supporting of (i) roller, ice and in-line skates; (ii) hockey equipment and apparel, namely roller, ice, in-line and street hockey equipment and apparel; (iii) lacrosse equipment and apparel; (iv) baseball and softball equipment and apparel; (v) any other line of business in which the Company or any of its subsidiaries or Affiliates, as of the date of termination of the Executive employment, is engaged; and (vi) any Group Member shall include all Products and other line of business in which the Company or any of its subsidiaries or Affiliates, as of the date of termination of the Executive’s undertaking shall encompass all itemsemployment, products and services that may be used has taken significant steps in substitution for Products. The foregoingconnection with exploring or preparing to engage or, howeverduring the Non-Competition Period, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded companyhas become engaged. (iiib) During The Executive further agrees that during the Restricted Non-Competition Period, the Executive will not directly hire or indirectly attempt to hire any Person who is (aor within the six months prior to the termination of Executive’s employment was) an employee of the Company or any of its subsidiaries or Affiliates, assist in or encourage such hiring by any Person, encourage any such employee to terminate his or his relationship with the Company or any of its subsidiaries or Affiliates, or solicit or encourage any Person which is (or within the six months prior to the termination of Executive’s employment was) a customer or vendor of the Company or any Group Member of its subsidiaries or Affiliates to terminate or diminish its relationship with any of them; or (b) seek to persuade any , or, in the case of such customer or prospective customer of any Group Member a customer, to conduct with anyone else any Person any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Member; provided of its subsidiaries or Affiliates. The Executive further agrees that these restrictions during the Non-Competition Period he shall apply (1) only with respect to those Persons who are not make false, misleading or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of disparaging statements about the Company or any Group Member by any of its subsidiaries or Affiliates including, without limitation, their officersproducts, services, management, shareholders, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Personcustomers. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) months.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following restrictions on his activities during and after his employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During the Term, While the Executive will not undertake any outside activity, whether or not competitive with is employed by the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term Company and for six eighteen (618) months after his employment terminates (terminates, regardless of the “Restricted Period”)basis of such termination, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, (i) compete with the Company or any Group Member of its Immediate Affiliates (as defined in Section 8 hereof) within the United States or in any geographic area other country in which such Group Member does business the Company or any of its Immediate Affiliates markets, or is in active planning to market, any of the Products or otherwise conducts or is in active planning to conduct business; (ii) undertake any planning for any business competitive with the Products of the Company or any Group Memberof its Immediate Affiliates; or (iii) compete, or undertake any planning to compete with, the Exclusive Licensees (as also defined in Section 8) with respect to those Products as to which the Exclusive Licensees are licensed by the Company or any of its Immediate Affiliates in those geographic areas covered by those licenses. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the Products or with any of the other business activities of the Company or any Group Member as of its Immediate Affiliates conducted or under consideration at any time during the Executive’s employment or his service on the Board and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, for or to any Person who is engaged in any business that is competitive with the business of the Company or any Group Member for which of its Immediate Affiliates or any of the Executive has provided servicesExclusive Licensees (to respect to the Products licensed), as conducted or in planning during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, a customer of any Group Memberemployment. For the purposes of this Section 104, the business of any Group Member the Company and its Immediate Affiliates and the Exclusive Licensees shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded company; nor in any way limit him in the performance of his duties as a member and/or chairman of the Board of Directors of Shire Pharmaceuticals Inc. (the “Shire Board”) in accordance with Section 3(c) of the Executive’s employment agreement with Company of even date herewith (the “Employment Agreement”). (iiib) During The Executive agrees that, during his employment with the Restricted PeriodCompany, he will not undertake any outside activity, whether or not competitive with the business of the Company or any of its Immediate Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with any his duties, responsibilities or obligations to the Company or any of its Immediate Affiliates. It is expressly understood and agreed that the Executive’s performance of his duties as a member and/or chairman of the Shire Board in accordance with Section 3(c) of the Employment Agreement shall not be a breach of this Section 4(b). (c) The Executive agrees that, during his employment with the Company and during the eighteen (18) months immediately following termination of his employment, regardless of the basis of such termination, the Executive will not directly or indirectly (a) solicit or encourage any customer or prospective customer of the Company or any Group Member of its Immediate Affiliates or any of their Exclusive Licensees to terminate or diminish its relationship with themthe Company or any of its Immediate Affiliates; or (b) seek to persuade any such customer or prospective customer of the Company or any Group Member of its Immediate Affiliates or any Exclusive Licensee to conduct with anyone else the Executive or any other Person any business or activity which that such customer, prospective customer or prospective customer Exclusive Licensee conducts or could conduct with the Company or any Group Memberof its Immediate Affiliates or (c) solicit or encourage any customer or prospective customer of any of the Exclusive Licensees for any of the Products to terminate or diminish such business with the Exclusive Licensees or to conduct such business with the Executive or any other Person; provided that these restrictions shall apply after termination of the Executive’s employment with the Company (1y) only with respect to those Persons who are or have been Exclusive Licensees or who are or have been a customer or potential customer of such Group Member the Company or any of its Immediate Affiliates or the Exclusive Licensees at any time within the immediately preceding twelve (12) month period immediately preceding the Date of Termination or whose business has been solicited on behalf of the Company or any Group Member of its Immediate Affiliates or any of the Exclusive Licensees by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2z) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, the Company or one of its Immediate Affiliates or one of their Exclusive Licensees or has had access to Confidential Information which that would assist in the Executive’s solicitation of such PersonPerson in competition with the Company or one of its Immediate Affiliates or one of the Exclusive Licensees. (ivd) During The Executive agrees that during his employment (except in the Restricted Periodcourse of his duties on behalf of the Company or any of its Immediate Affiliates) and during the eighteen (18) month period immediately following termination of his employment, regardless of the basis for such termination, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of the Company or any Group Member of its Immediate Affiliates or any of the Exclusive Licensees or seek to persuade any employee of the Company or any Group Member of its Immediate Affiliates or any of the Exclusive Licensees to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company or any Group Member of its Immediate Affiliates or any of the Exclusive Licensees to terminate or diminish its relationship with them. For the purposes of this Agreementthe Executive’s obligations hereunder following termination of his employment with the Company, an “employee” of the Company or any Group Member of its Immediate Affiliates or any of the Exclusive Licensees or an “independent contractor” providing services to the Company or any of its Immediate Affiliates or any of the Exclusive Licensees is any person Person who was such at any time within during the preceding twelve (12) monthsmonths preceding the Date of Termination.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During the Term, While the Executive will not undertake any outside activity, whether or not competitive with is employed by the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term Company and for six one (61) months year after his employment terminates (in the aggregate, the “Restricted Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any Group Member of its Affiliates within any geographic area in which such Group Member does business the continental United States or undertake any planning for any business competitive with the Company or any Group Memberof its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member of its Affiliates as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, a customer of the Company or any Group Memberof its Affiliates. For the purposes of this Section 108, the business of any Group Member the Company and its Affiliates shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoingNotwithstanding anything to the contrary herein, howeverownership by Executive, as a passive investment, of less than five percent (5%) of capital stock or equity of any corporation or other equity that is publicly traded shall not prevent the Executive’s passive ownership constitute a breach of two percent (2%) or less of the equity securities of any publicly traded companythis Section 8(a). (iiib) During The Executive agrees that, during his employment with the Restricted Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates. (c) The Executive further agrees that while he is employed by the Company and during the Non-Competition Period, the Executive will not directly hire or indirectly (a) attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any customer or vendor of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer , or, in the case of any Group Member a customer, to conduct with anyone else any Person any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Personits Affiliates. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) months.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany: (ia) During the Term, While the Executive will not undertake any outside activity, whether or not competitive with is employed by the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term Company and for six twelve (612) months after his employment terminates (in the aggregate, the “Restricted Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete : (i) Compete with the Company in any Group Member within any geographic area in which such Group Member does location where the Company conducts business or undertake or (ii) Undertake any planning for any business competitive with any Group Memberthe Company. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive competitive, or potentially competitive with that intends to compete with, the business of any Group Member the Company as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes includes, without limitation limitation, accepting employment an employment, consulting or a consulting agency position with with, or becoming an owner, partner, investor or co- venturer of, any direct competitor business of the Company or any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, a customer of any Group Memberthe Company and competes, or intends to compete, with the business of the Company. For the purposes of this Section 109, the business of any Group Member the Company shall include all Products services performed by the Company and the Executive’s undertaking shall encompass all items, products items and services that may be used in substitution for ProductsCompany’s business. The foregoing, however, provisions of Section 9(a) shall not prevent be deemed breached as a result of the Executive’s passive ownership of two percent (2%) less than an aggregate of 1% of any class of securities of a Person engaged, directly or less indirectly, in activities that are directly or indirectly competitive with the business of the equity Company so long as the Executive does not actively participate in the business of such Person; provided, however, that such stock is listed on a national securities of any publicly traded companyexchange. (iiib) During The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company. (c) The Executive further agrees that while the Executive is employed by the Company and for twelve (12) months after his employment terminates or, if longer, the length of the Severance Period (in either case, the “Non-Solicitation Period” and together with the Non- Competition Period, the “Restricted Period”), the Executive will not directly hire or indirectly (a) attempt to hire any employee of the Company assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or solicit or encourage any customer or vendor of any Group Member the Company to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer , or, in the case of any Group Member a customer, to conduct with anyone else any Person any business or activity which such customer or prospective customer conducts or could conduct with the Company. (d) The Executive shall not, whether in writing or orally, malign, denigrate or disparage the Company or their predecessors and successors, or any Group Member; provided that these restrictions shall apply (1) only of the current or former directors, officers, employees, equity holders, partners, members, agents or representatives of any of the foregoing, with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees respective past or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced topresent activities, or otherwise had contact withpublish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its officers and members of the Board, such Person as a result whether in writing or orally, to not malign, denigrate or disparage Executive with respect to any of his employment respective past or other associations with any Group Memberpresent activities, or has had access otherwise publish (whether in writing or orally) statements that tend to Confidential Information which would assist portray Executive in the Executive’s solicitation of such Personan unfavorable light. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) months.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after the termination of his employment hereunder are necessary to protect the good will, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During the Term, While the Executive will not undertake is employed by the Company or any outside activityof its Affiliates, whether or not competitive with the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term and for six (6) 24 months after his employment terminates (the “Restricted Period”)for whatever reason, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any Group Member within any geographic area in which such Group Member does business of its Affiliates or undertake any planning for any business competitive with the Company or any Group Memberof its Affiliates within any geographic area in which Executive has client contact during his employment. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member of its Affiliates as conducted or under consideration at any time during the Executive’s employment employment, and further agrees not to work for or provide servicesservices to, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of the Company or any Group Member of its Affiliates for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes includes, without limitation accepting employment limitation, engaging in the design, development, production, marketing or a consulting position sale of goods or services directly in competition with any Person who is, the Company or at any time within twelve (12) months prior engaging in projects substantially similar to termination those the Executive worked on or was involved with on behalf of the Executive’s employment has been, a customer of any Group MemberCompany. For the purposes of this Section 109, the business of any Group Member the Company and its Affiliates shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. (iiib) During The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates. Restricted Periodactivity includes, without limitation, owning, managing, operating, controlling, consulting for, aiding or being employed by any entity that is substantially similar to or directly competitive with any business conducted by the Company or any of its Affiliates, including, but not limited to, any entity that engages in the design, development or production of those particular projects the Executive works on or is involved with during his employment with the Company. (c) The Executive agrees that, during his employment and during the 24-month period immediately following termination of his employment, regardless of the reason therefor, the Executive will not directly or indirectly (a) solicit or encourage any customer of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer of the Company or prospective customer any of any Group Member its Affiliates to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Memberof its Affiliates; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2y) only if the Executive has performed work for such PersonPerson during his employment with the Company or one of its Affiliates, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, the Company or one of its Affiliates or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (ivd) During The Executive agrees that, during his employment and for the Restricted Period24-month period immediately following termination of his employment, regardless of the reason therefor, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of the Company or any Group Member of its Affiliates or seek to persuade any employee of the Company or any Group Member of its Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of the Company or any Group Member of its Affiliates is any person who was such at any time within the preceding twelve (12) monthstwo years.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his her activities during and after his her employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During While the TermExecutive is employed by the Company and for an eighteen-month period commencing on the date her employment actually terminates (or a twelve-month period if Executive terminates her employment pursuant to Section 5(f) above within one year after a change in control of the Company other than a change in control resulting from a public offering of securities) (in the aggregate, the Executive will not undertake any outside activity, whether or not competitive with the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term and for six (6) months after his employment terminates (the “Restricted Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any Group Member of its Affiliates within any geographic area in which such Group Member does business or undertake any planning for any business competitive with any Group Memberthe United States. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member of its Affiliates as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, a customer of the Company or any Group Memberof its Affiliates. For the purposes of this Section 108, the business of any Group Member the Company and its Affiliates shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoingFor avoidance of doubt, however, the Non-Competition Period shall not prevent commence on the date Executive’s passive ownership of two percent employment actually terminates (2%) or less not at the conclusion of the equity securities of any publicly traded companyperiod during which the Severance Amount, if any, is being paid to Executive). (iiib) During The Executive agrees that, during her employment with the Restricted Company, she will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could give rise to a conflict of interest or otherwise interfere with her duties and obligations to the Company or any of its Affiliates. (c) The Executive further agrees that while she is employed by the Company and during the Non-Competition Period, the Executive will not directly hire or indirectly (a) attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any customer or vendor of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer , or, in the case of any Group Member a customer, to conduct with anyone else any Person any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Personits Affiliates. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) months.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Subsidiaries, and that the agreed restrictions set forth below will not deprive the Executive of the ability to earn a livelihood: (i) During the Term, a. While the Executive will not undertake any outside activityis employed by the Company and, whether or not competitive with the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term and for six (6) months after his employment terminates terminates, for the greater of one year or the period during which severance payments of Base Amount are being made (the “Restricted "Non-Competition Period”"), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the business of the Company or any Group Member of its Subsidiaries within the United States, or within any geographic area foreign county in which such Group Member does business the Products are sold at the date of termination of employment, or undertake any planning for any business competitive with the Company or any Group Memberof its Subsidiaries. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member of its Subsidiaries as conducted or under consideration at any time during which has been proposed by management to the Board within six months prior to termination of the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his 's employment. Restricted activity also includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s 's employment has been, a customer distributor of the Company or any Group Memberof its Subsidiaries. For the purposes of this Section 109, the business of any Group Member the Company and its Subsidiaries shall include all Products and mean the manufacture or sale of the Products. b. The Executive further agrees that during the Non-Competition Period or in connection with the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership 's termination of two percent (2%) or less of the equity securities of any publicly traded company. (iii) During the Restricted Periodemployment, the Executive will not directly hire or indirectly (a) attempt to hire any employee of the Company or any of its Subsidiaries, assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Subsidiaries, or solicit or encourage any customer or vendor of the Company or any Group Member of its Subsidiaries to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer , or, in the case of any Group Member a customer, to conduct with anyone else any Person any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Member; provided that these restrictions of its Subsidiaries. c. The provisions of this Section 9 shall apply (not be deemed to preclude the Executive from employment or engagement during the Non-Competition Period following termination of employment hereunder by a corporation, some of the activities of which are competitive with the business of the Company, if the Executive's activities do not relate, to such competitive business, and nothing contained in this Section 9 shall be deemed to prohibit the Executive, during the Non-Competition Period following termination of employment hereunder, from acquiring or holding, solely as an investment, publicly traded securities of any competitor corporation so long as such securities do not, in the aggregate, constitute one-half of 1) only with respect to those Persons who are or have been a customer % of the outstanding voting securities of such Group Member at any time within corporation. Without limiting the immediately preceding twelve (12) month period or whose business has been solicited on behalf foregoing, it is understood that the Company shall not be obligated to continue to make the payments specified in Section 5d and 5e in the event of a material breach by the Executive of the Company provisions of Sections 7, 8 or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes 9 of this Agreement, an “employee” of any Group Member is any person who was such at any time which breach continues without having been cured within 30 days after written notice to the preceding twelve (12) monthsExecutive specifying the breach in reasonable detail.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good will, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During the Term, While the Executive will not undertake any outside activity, whether or not competitive with is employed by the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term Company and for six (6) months two years after his employment terminates (in the aggregate, the “Restricted Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the business of the Company or any Group Member within any geographic area in which such Group Member does business of its Affiliates worldwide or undertake any planning for any business competitive with the business of the Company or any Group Memberof its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member of its Affiliates as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, a customer of the Company or any Group Memberof its Affiliates. For the purposes of this Section 109, the business of any Group Member the Company and its Affiliates shall include all Products and the Executive’s undertaking shall encompass all itemsdevelopment, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) marketing or less of the equity securities sale of any publicly traded companyor all Products. (iiib) During The Executive agrees that, during his employment with the Restricted Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates. (c) The Executive further agrees that while he is employed by the Company and during the Non-Competition Period, the Executive will not directly solicit or indirectly (a) encourage any employee of the Company or any of its Affiliates to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any customer or vendor of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer , or, in the case of any Group Member a customer, to conduct with anyone else any Person any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Member; of its Affiliates. (d) Without limiting the generality of Section 9(a)-(c) above, the Executive may continue his involvement with FlouroPharma, Inc. provided that these restrictions shall apply (1) only FlouroPharma, Inc. does not during the Non-Competition period directly or indirectly compete with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by of its Affiliates or undertake any planning for any business competitive with the business of the Company or any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Personits Affiliates. (ive) During The Company acknowledges that this Section 9 constitutes a non-compete agreement that satisfies the Restricted Periodrequirements of Section 6(b)(iv)(b) of Boston Life Sciences, Inc.’s 1998 Omnibus Stock Option Plan or any similar provision found in another Company stock option plan under which the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) monthsgranted options.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his Executive's activities during and after his Executive's employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During While the TermExecutive is employed by the Company and for the period of twelve (12) months immediately following Executive's employment by the Company (in the aggregate, with the period of Executive's employment, the Executive will not undertake any outside activity, whether or not competitive with the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term and for six (6) months after his employment terminates (the “Restricted Period”"NON-COMPETITION PERIOD"), the Executive shall shall, not, directly or indirectly, whether as owner, partner, investor, consultant, agent, executive or managerial employee, co-venturer or otherwise, compete with the Company or any Group Member of its Affiliates within any geographic area in which such Group Member does business the United States, Europe or Asia or undertake any planning for any business competitive with the Company or any Group Memberof its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member of its Affiliates as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his 's employment. Restricted activity includes without limitation accepting employment limitation. providing services, directly or a consulting position indirectly, with or without compensation, whether as an executive or managerial employee, independent contractor, officer, director or otherwise, to any Person who isdoes, or at any time within twelve (12) months prior has plans to termination become. a competitor of the Executive’s employment has been, a customer business of the Company or any Group Memberof its Affiliates. For the purposes of this Section 109, the business of any Group Member the Company and its Affiliates shall include all Products and the Executive’s 's undertaking shall encompass all items, . products and services that may be used in substitution for Products. The foregoing, however, foregoing restrictions shall not prevent preclude the Executive’s Executive from retaining or making passive ownership investment interests of less than two percent (2%) or less in corporations whose stock is registered under the Securities Exchange Act of the equity securities of any publicly traded company1934, as amended. (iiib) During The Executive agrees that, during Executive's employment with the Restricted Company, Executive will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with Executive's duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, code of conduct, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Period, Executive will not (i) hire or attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person or encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly (a) solicit or encourage any customer of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; , or (b) seek to persuade any such customer or prospective customer of any Group Member to conduct with anyone else any Person any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Personits Affiliates. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) months.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his her activities during and after his her employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During the Term, While the Executive will not undertake any outside activity, whether or not competitive with is employed by the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term Company and for six two (62) months years after his her employment terminates (the “Restricted Period”)terminates, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any Group Member within any geographic area in which such Group Member does business of its Affiliates or undertake any planning for any business competitive with the Company or any Group Memberof its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member of its Affiliates as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of the Company or any Group Member of its Affiliates for which the Executive has provided services, as conducted or in planning services during his her employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months one year prior to termination of the Executive’s employment has been, a customer franchisee of the Company or any Group Memberof its Affiliates. For the purposes of this Section 109, the business of any Group Member the Company and its Affiliates shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. (iiib) During The Executive agrees that, during her employment and during the Restricted Periodtwo (2) year period immediately following termination of her employment, the Executive will not directly or indirectly (a) solicit or encourage any customer franchisee of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer franchisee or prospective customer franchisee of the Company or any Group Member of its Affiliates to conduct with anyone else any business or activity which such customer franchisee or prospective customer franchisee conducts or could conduct with the Company or any Group Memberof its Affiliates; provided that these restrictions shall apply (1y) only with respect to those Persons who are or have been a customer franchisee of such Group Member the Company or any of its Affiliates at any time within the immediately preceding twelve (12) month period one year or whose business has been solicited on behalf of the Company or any Group Member of the Affiliates by any of their officers, employees or agents (and of which the Executive has actual knowledge) within said twelve (12) month one year period, other than by form letter, blanket mailing or published advertisement, and (2z) only if the Executive has performed work for such Person, Person during her employment with the Company or one of its Affiliates or been introduced to, or otherwise had contact with, to such Person as a result of his her employment or other associations with any Group Member, the Company or has had access to Confidential Information which would assist in the Executive’s solicitation one of such Personits Affiliates. (ivc) During The Executive agrees that during her employment and for the Restricted Periodtwo (2) year period immediately following termination of her employment, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of the Company or any Group Member of its Affiliates as of the date of such solicitation or was employed by the Company or any of its Affiliates during the six (6) months prior to the Executive’s termination of employment, or seek to persuade any employee of the Company or any Group Member of its Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of the Company or any Group Member of its Affiliates is any person who was such at any time within the preceding twelve (12) monthsyear. For purposes hereof, general solicitations not directed at a particular person or advertising in media directed at the general public shall not provide the basis for a claim by the Company that the Executive violated this Section.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (a) While the Executive is employed by the Company and for the greater of (i) During the Term, the Executive will not undertake any outside activity, whether or not competitive with the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. eighteen (ii) During the Term and for six (618) months after his employment terminates or (ii) the period during which the Executive is receiving payments under Section 5.d or 5.e or 5.g or 5.h (the “Restricted "Non-Competition Period”"), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any Group Member within any geographic area in which such Group Member does business of its Affiliates or undertake any planning for any business competitive with the Company or any Group Memberof its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member of its Affiliates as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his 's employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to the termination of the Executive’s 's employment has been, a customer of the Company or any Group Memberof its Affiliates. For the purposes of this Section 108, the business of any Group Member the Company and its Affiliates shall include all Products and the Executive’s 's undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, foregoing shall not prevent prohibit the Executive’s 's passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. (iiib) During The Executive agrees that, during his employment with the Restricted Company or any Affiliate of the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates. (c) The Executive further agrees that while he is employed by the Company or any Affiliate of the Company and thereafter during the remainder of the Non-Competition Period, the Executive will not directly hire or indirectly (a) attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates or solicit or encourage any customer or vendor of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer , or, in the case of any Group Member a customer, to conduct with anyone else any Person any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Personits Affiliates. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) months.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after the termination of his employment hereunder are necessary to protect the good will, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During the Term, While the Executive will not undertake is employed by the Company or any outside activityof its Affiliates, whether or not competitive with the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term and for six (6) 18 months after his employment terminates (the “Restricted Period”)for whatever reason, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any Group Member within any geographic area in which such Group Member does business of its Affiliates or undertake any planning for any business competitive with the Company or any Group Memberof its Affiliates within any geographic, area in which Executive has client contact during his employment. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member of its Affiliates as conducted or under consideration at any time during the Executive’s employment employment, and further agrees not to work for or provide servicesservices to, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of the Company or any Group Member of its Affiliates for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes includes, without limitation accepting employment limitation, engaging in the design, development, production, marketing or a consulting position sale of goods or services directly in competition with any Person who is, the Company or at any time within twelve (12) months prior engaging in projects substantially similar to termination those the Executive worked on or was involved with on behalf of the Executive’s employment has beenCompany, a customer provided such projects or services are either competitive with the business of any Group Memberthe Company or would foreseeably call upon the Executive to use or disclose confidential or proprietary information of the Company. For the purposes of this Section 109, the business of any Group Member the Company and its Affiliates shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. (iiib) During The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates. Restricted Periodactivity includes, without limitation, owning, managing, operating, controlling, consulting for, aiding or being employed by any entity that is substantially similar to or directly competitive with any business conducted by the Company or any of its Affiliates, including, but not limited to, any entity that engages in the design, development or production of those particular projects the Executive works on or is involved with during his employment with the Company. (c) The Executive agrees that, during his employment and during the 18-month period immediately following termination of his employment, regardless of the reason therefor, the Executive will not directly or indirectly (a) solicit or encourage any customer of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer of the Company or prospective customer any of any Group Member its Affiliates to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Memberof its Affiliates; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such PersonPerson during his employment with the Company or one of its Affiliates, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, the Company or one of its Affiliates or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (ivd) During The Executive agrees that, during his employment and for the Restricted Period18-month period immediately following termination of his employment, regardless of the reason therefor, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of the Company or any Group Member of its Affiliates or seek to persuade any employee of the Company or any Group Member of its Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of the Company or any Group Member of its Affiliates is any person who was such at any time within the then preceding twelve (12) eighteen months.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group Members: Employer. While Executive is employed by the Employer and for two (i2) During years after the TermBenefits Termination Date (or, in the event the Executive's employment is terminated pursuant to Section 4(d), 4(g), or if the Executive's employment hereunder shall terminate on the Expiration Date because the Executive has given the notice contemplated by the first proviso to Section 1 hereof, for two (2) years after the Termination Date)(as applicable, the Executive will not undertake any outside activity, whether or not competitive with the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term and for six (6) months after his employment terminates (the “"Restricted Period”"), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with any Group Member within any geographic area in which such Group Member does business or undertake any planning for any business competitive with any Group Member. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of any Group Member the Employer as conducted or under consideration at any time during Executive's employment without the Executive’s employment and further agrees Employer's written consent, which consent shall not be unreasonably withheld. Executive understands that these restrictions shall continue to work apply even if this Agreement expires or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, a customer of any Group Member. For the purposes of this Section 10, the business of any Group Member shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Productsotherwise terminates. The foregoing, however, foregoing restriction shall not prevent the Executive’s passive ownership of two percent (2%) Executive from owing 5% or less of the equity securities of any publicly traded company. (iii) During company or from accepting employment from or providing consulting services to any person who does not compete with the Employer. In addition, during the Restricted Period, the Executive will not directly Employee shall not, either himself or indirectly (a) solicit through any agent, whether for his own account or encourage any customer for the account of any Group Member to terminate other individual, partnership, firm, corporation or diminish its relationship with them; or other business organization (b) seek to persuade any such customer or prospective customer of any Group Member to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letterthe Employer), blanket mailing or published advertisementintentionally solicit, and (2) only if endeavor to entice away from the Executive has performed work for such Person, or been introduced toEmployer, or otherwise had contact withinterfere with the relationship of the Employer, such Person as a result of his employment or other associations with any Group Memberindividual who the Employee knows is employed by, or has had access otherwise is engaged to Confidential Information which would assist in the Executive’s solicitation of such Person. (iv) During the Restricted Periodperform services for, the Executive will not, and will not assist any other Person to, (a) hire Employer or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person or entity who the Employee knows is, or was such at any time within the preceding twelve (12) monthsthen most recent twenty-four month period prior to the Termination Date, a customer or client of the Employer.

Restricted Activities. The Executive acknowledges and agrees that (a) The Executive acknowledges that he she is bound by certain obligations an executive or management employee of the Company and is provided access to the Parent and Company’s “Trade Secrets” defined as the whole or any portion or phase of any scientific or technical information, design, process, procedure, formula, improvement, confidential business or financial information, listing of names, addresses, or telephone numbers, or other Group Members pursuant information relating to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). which is secret and of value, and (b) In addition to the Existing Obligations, the Executive agrees that the following restrictions on his her activities during and after his employment hereunder with the Company are necessary to protect the good will, Confidential Information, trade secrets Company’s Trade Secrets and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During the Term, While the Executive will not undertake any outside activity, whether or not competitive with is employed by the business Company and during the two (2) year period immediately following termination of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term and for six (6) months after his Executive’s employment terminates (the “Restricted Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, independent contractor, co-venturer or otherwise, whether with or without compensation, compete with the Business (as defined below), or any Group Member within any geographic area portion of the Business, in which such Group Member does business the United States of America (the “Restricted Area”) or undertake any planning for any business competitive with any Group Memberall or a portion of the Business in the Restricted Area. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of any Group Member as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who that is engaged in all or any business that is competitive with portion of the business of any Group Member for which the Executive has provided servicesBusiness, as conducted or in active planning to be conducted during his employment. the Executive’s employment with the Company or, with respect to the portion of the Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to Period that follows the termination of the Executive’s employment has beenemployment, a customer of any Group Member. For at the purposes of this Section 10, the business of any Group Member shall include all Products and time the Executive’s undertaking shall encompass all itemsemployment terminates, products and services that may be used in substitution for Productsthe Restricted Area. The Notwithstanding the foregoing, howevernothing in this Agreement shall (x) prevent Executive from providing services to a consulting firm that provides services to any business that competes with the Business, shall not prevent the Executive’s passive ownership of two percent (y) preclude Executive from owning up to 2%) or less % of the equity publicly traded securities of any publicly traded companybusiness, or (z) prevent the Executive from providing services to an entity that contains a business that competes with the Business, provided the Executive is not responsible for (and does not engage or participate in) the day-to-day management, oversight or supervision of such business and provided the Executive does not have direct supervision over the individual or individuals who are so responsible for such day-to-day management, oversight or supervision. (iiib) During the Restricted Period, the Executive will not directly or indirectly (ai) solicit or encourage any customer of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; or (bii) seek to persuade any such customer or prospective customer of the Company or any Group Member of its Affiliates to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Memberof its Affiliates; provided provided, however, that these restrictions shall apply (1y) only with respect to those Persons who are or have been a customer of such Group Member the Company or any of its Affiliates at any time within the immediately preceding twelve two (122) month year period or whose business has been solicited on behalf of the Company or any Group Member of its Affiliates by any of their officers, employees or agents within said twelve such two (122) month year period, other than by form letter, blanket mailing or published advertisement, and (2z) only if the Executive has performed work for such Person, Person during the Executive’s employment with the Company or one of its Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his the Executive’s employment or other associations with any Group Member, the Company or one of its Affiliates or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. Notwithstanding anything in this Section 10(b) to the contrary, Executive may solicit customers and prospective customers for purposes of providing or selling products or services that that do not compete with the Business. (ivc) During the Restricted Period, the Executive will not, and will not assist any other Person person to, (ai) hire or solicit for hiring any employee of the Company or any Group Member of its Affiliates or seek to persuade any employee of the Company or any Group Member of its Affiliates to discontinue employment or (bii) solicit or encourage any independent contractor providing services to the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” or an “independent contractor” of the Company or any Group Member of its Affiliates is any person Person who was such at any time within the preceding twelve two (122) monthsyears.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: a. While Executive is employed by the Company and for the eighteen (i18) During the Term, the Executive will not undertake any outside activity, whether or not competitive month period immediately following termination of his employment with the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term and for six (6) months after his employment terminates Company (the “Restricted "Non-Competition Period”"), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with any Group Member within any geographic area in which such Group Member does business or undertake any planning for any business competitive with any Group Memberthe Company anywhere worldwide. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in of any activity that is directly or indirectly competitive or potentially competitive with the business of any Group Member the Company as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his 's employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, a customer of any Group Member. For the purposes of this Section 109, the business of any Group Member the Company shall include all Products and the Executive’s 's undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s 's passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. b. Executive agrees that, during his employment with the Company, in addition to complying with the limitations of Section 3.c., he will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates and that would not otherwise be prohibited under Section 3.c. c. Executive further agrees that while he is employed by the Company and for twelve (iii12) During months following termination of his employment (the Restricted "Non- Solicitation Period"), the Executive will not directly or indirectly (a) solicit any employee of the Company or encourage any customer or vendor of any Group Member the Company to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer the Company, or, in the case of any Group Member a customer, to conduct with anyone else any Person any business or activity which such customer or prospective customer conducts or could conduct with the Company Company. It shall not be a violation of this Agreement for Executive to hire, interview, recruit or otherwise discuss employment or other business relationship with any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf employee of the Company or any Group Member that (i) has been given notice of involuntary termination by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such PersonCompany, or been introduced to, (ii) response to a general advertisement or otherwise had initiates contact with, such Person as a result with Executive for purposes of his seeking employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with thembusiness relationship. For the purposes of this Agreement, an “employee” employee or customer of any Group Member the Company is any person Person who was a current employee or customer of the Company at the time Executive's employment with the Company ended. For purposes of this Section 9, "Company" shall include Affiliates of the Company with which Executive has had involvement in the course of his employment or about which Affiliate or Affiliate's activities he has acquired or received any Confidential Information until a Change of Control has occurred, after such at time Company shall not be broadened to include any time within the preceding twelve (12) monthsnew Affiliates.

Restricted Activities. (a) The By signing this Agreement, Executive acknowledges represents that he is bound by certain obligations to Executive has carefully read and considered all the Parent terms and conditions of this Agreement, including the other Group Members restraints imposed on Executive pursuant to Article 17 this Section 6 (collectively, the “Restrictive Covenant Agreements”). For purposes of the Service Agreement and that such obligations Restrictive Covenant Agreements, “Company” shall remain in full force and effect in accordance with their terms during his employment by mean the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the and its Affiliates. Executive agrees that during Executive’s employment and for the following restrictions on his activities during and twelve month period after his Executive’s employment hereunder are necessary to protect the good will, Confidential Information, trade secrets and other legitimate interests of the Group Members: (i) During the Term, the Executive will not undertake any outside activity, whether or not competitive with the business of Company ends for any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term and for six (6) months after his employment terminates reason (the “Restricted Period”) Executive will not (without the Company’s prior written consent), the Executive shall not, directly or indirectly, whether as owner, partner, investorshareholder, director, consultant, agent, employee, co-venturer or otherwise, compete with any Group Member within any geographic area (i) engage, participate or invest in which such Group Member does business or undertake any planning for any business competitive with activity anywhere in the world that develops, markets or sells any Group Member. Specificallyproducts, but without limiting the foregoing, the Executive agrees not to engage in or performs or sells any manner in any activity services that is directly or indirectly competitive involves synthetic lethality in oncologic applications; provided that this shall not prohibit any investment by Executive in publicly traded stock of a company representing less than two percent of the stock of such company, (ii) solicit or potentially competitive with attempt to solicit, or take away or divert from the Company, or attempt to take away or divert from the Company, the business or patronage of any Group Member as conducted or under consideration customer(s) known to Executive with respect to which Executive was involved in soliciting, in each case at any time during the twelve-month period that immediately preceded the termination of Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided servicesCompany and with which, as conducted or in planning during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination result of the Executive’s employment has beenwith the Company, a customer of any Group Member. For the purposes of this Section 10Executive had business dealings or about which Executive acquired confidential information, the business of any Group Member shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. (iii) During the Restricted Periodrecruit or attempt to recruit, the Executive will not directly or indirectly (a) solicit or encourage attempt to solicit, hire or attempt to hire, interfere with or endeavor to entice away or assist in recruiting or attempting to recruit, soliciting or attempting to solicit, hiring or attempting to hire, interfering with or enticing away any customer of any Group Member to terminate person who is or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer of any Group Member to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with was employed by the Company or any Group Member; provided is or was an agent, representative or consultant of the Company within the six-month period preceding the termination of Executive’s employment with the Company. Executive agrees without reservation that these restrictions shall apply (1) only with restraints are necessary for the reasonable and proper protection of the Company, and that each and every one of the restraints is reasonable in respect to those Persons who are subject matter, length of time and geographic area. Executive further understands that Executive’s obligations under the Restrictive Covenant Agreements will continue in accordance with their express terms regardless of any changes in Executive’s title, position, duties, salary, compensation or have been a customer benefits or other terms and conditions of such Group Member at any time within employment. Executive expressly consents to be bound by the immediately preceding twelve (12) month period or whose business has been solicited on behalf provisions of the Restrictive Covenant Agreements for the benefit of the Company or any Group Member by any of their officers, employees Affiliate or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the successor to whose employ Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Personmay be transferred. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) months.

Restricted Activities. The Executive acknowledges and agrees that (a) The Executive acknowledges that he she is bound by certain obligations an executive or management employee of the Company and is provided access to the Parent and Company’s “Trade Secrets,” defined as the whole or any portion or phase of any scientific or technical information, design, process, procedure, formula, improvement, confidential business or financial information, listing of names, addresses, or telephone numbers, or other Group Members pursuant information relating to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). which is secret and of value, and (b) In addition to the Existing Obligations, the Executive agrees that the following restrictions on his her ​ activities during and after his employment hereunder with the Company are necessary to protect the good will, Confidential Information, trade secrets Company’s Trade Secrets and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During the Term, While the Executive will not undertake any outside activity, whether or not competitive with is employed by the business Company and during the one (1) year period immediately following termination of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term and for six (6) months after his Executive’s employment terminates (the “Restricted Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, independent contractor, co-venturer or otherwise, whether with or without compensation, compete with the Business (as defined below), or any Group Member within any geographic area portion of the Business, in which such Group Member does business the United States of America (the “Restricted Area”) or undertake any planning for any business competitive with any Group Memberall or a portion of the Business in the Restricted Area. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of any Group Member as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who that is engaged in all or any business that is competitive with portion of the business of any Group Member for which the Executive has provided servicesBusiness, as conducted or in active planning to be conducted during his employment. the Executive’s employment with the Company or, with respect to the portion of the Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to Period that follows the termination of the Executive’s employment has beenemployment, a customer of any Group Member. For at the purposes of this Section 10, the business of any Group Member shall include all Products and time the Executive’s undertaking shall encompass all itemsemployment terminates, products and services that may be used in substitution for Productsthe Restricted Area. The Notwithstanding the foregoing, howevernothing in this Agreement shall (x) prevent Executive from providing services to a consulting firm that provides services to any business that competes with the Business, shall not prevent the Executive’s passive ownership of two percent (y) preclude Executive from owning up to 2%) or less % of the equity publicly traded securities of any publicly traded companybusiness, or (z) prevent the Executive from providing services to an entity that contains a business that competes with the Business, provided the Executive is not responsible for (and does not engage or participate in) the day-to-day management, oversight or supervision of such business and provided the Executive does not have direct supervision over the individual or individuals who are so responsible for such day-to-day management, oversight or supervision. (iiib) During the Restricted Period, the Executive will not directly or indirectly (ai) solicit or encourage any customer of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; or (bii) seek to persuade any such customer or prospective customer of the Company or any Group Member of its Affiliates to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Memberof its Affiliates; provided provided, however, that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) months.apply

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his her activities during and after his her employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets and other legitimate interests of the Group MembersCompany: (ia) During the Term, While the Executive will not undertake any outside activity, whether or not competitive with is employed by the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term and for six (6) months after his employment terminates (the “Restricted Period”)Company, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, otherwise compete with the Company in any Group Member within any geographic area in which such Group Member does business or undertake any planning for any business competitive with any Group Memberlocation where the Company conducts business. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive competitive, or potentially competitive with that intends to compete with, the business of any Group Member the Company as conducted or under consideration at any time during the Executive’s employment and further agrees not to work out limitation, accepting an employment, consulting or provide servicesagency position with, in or becoming an owner, partner, investor or co- venturer of, any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the direct competitor business of any Group Member for which the Executive has provided services, as conducted Company or in planning during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination te customer of the Executive’s employment has been, a customer Company and competes with the business of any Group Memberthe Company. For the purposes of this Section 108, the business of any Group Member the Company shall include all Products services performed by the Company and the Executive’s Executive s undertaking shall encompass all items, products items and services that may be used in substitution for ProductsCompany s business. The foregoingprovisions of Section 8(a) shall not be deemed breached as a result of urities of a Person engaged, directly or indirectly, in activities that are directly or indirectly competitive with the business of the Company so long as the Executive does not actively participate in the business of such Person; provided, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity that such stock is listed on a national securities of any publicly traded companyexchange. (iiib) During The Executive agrees that, during her employment with the Restricted PeriodCompany, she shall not undertake any outside activity, whether or not competitive with the business of the Company, that creates a conflict of interest or otherwise interferes with her duties and obligations to the Company. (c) The Executive further agrees that while the Executive is employed by the Company, the Executive will shall not directly or indirectly (a) solicit or encourage any customer or vendor of any Group Member the Company to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer , or, in the case of any Group Member a customer, to conduct with anyone else any Person any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such PersonCompany. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) months.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During the Term, While the Executive will not undertake any outside activity, whether or not competitive with is employed by the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term Company and for six a period equal to eighteen (618) months after his employment terminates (is terminated by the “Restricted Period”)Company or the Executive, regardless of the reason therefor, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any Group Member of its Affiliates within any the geographic area in which such Group Member the Company does business or undertake any planning for any business competitive with the Company or any Group Memberof its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member of its Affiliates as conducted or under consideration at any the time during of termination of the Executive’s employment employment, and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of the Company or any Group Member of its Affiliates for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, a customer of any Group Member. For the purposes of this Section 10, the business of any Group Member shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. (iiib) During The Executive agrees that, during his employment with the Restricted PeriodCompany, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates. (c) The Executive agrees that, during his employment and during the eighteen (18) month period immediately following termination of his employment, regardless of the reason therefor, the Executive will not directly or indirectly (a) solicit or encourage any customer of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer of the Company or prospective customer any of any Group Member its Affiliates to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Memberof its Affiliates; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, Person during his employment with the Company or one of its Affiliates or has been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, the Company or one of its Affiliates or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (ivd) During The Executive agrees that, during his employment and for the Restricted Periodeighteen (18) month period immediately following termination of his employment, the Executive will not, and will not assist any other Person to, directly or indirectly (a) hire or solicit for hiring any person who is at the time of such solicitation an employee of the Company or any Group Member of its Affiliates or seek to persuade any employee of the Company or any Group Member of its Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) months.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During the Term, While the Executive will not undertake any outside activity, whether or not competitive with is employed by the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term Company and for six twenty four (624) months after his employment terminates (in the aggregate, the “Restricted Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any Group Member within of its Affiliates in any geographic area in which such Group Member does location where the Company or its Affiliates conducts business or undertake any planning for any business competitive with the Company or any Group Memberof its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member of its Affiliates as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes includes, without limitation limitation, accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination direct competitor of the Executive’s employment has been, a customer business of the Company or any Group Memberof its Affiliates. For the purposes of this Section 108, the business of any Group Member the Company and its Affiliates shall include all Products (as defined in Section 12 below) and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. (b) The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates, except as may be approved from time to time by the Board. The foregoingparties agree that the Executive may continue to engage in the board memberships and consulting activities, howeverwhich are set forth on Exhibit B attached hereto, shall so long as such engagements do not, and could not prevent reasonably, give rise to a conflict of interests or otherwise interfere with the Executive’s passive ownership of two percent (2%) duties and obligations to the Company or less of the equity securities of any publicly traded companyaffiliates. (iiic) During The Executive further agrees that while he is employed by the Restricted Company and during the Non-Competition Period, the Executive will not not, directly or indirectly indirectly, (ai) hire or attempt to hire any employee or consultant of the Company or any of its Affiliates or any Person who was an employee or consultant of the Company or any of its Affiliates at any time during the six (6) months preceding the date of such hire or attempt to hire, (ii) assist in such hiring by any Person, (iii) encourage any such employee or consultant to terminate his/her relationship with the Company or any of its Affiliates, or (iv) solicit or encourage any customer or vendor of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; the Company or (b) seek to persuade any such customer or prospective customer of any Group Member its Affiliates or, in the case of a customer, to conduct with anyone else any Person any business or activity which that such customer or prospective customer conducts or could conduct with the Company or any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Personits Affiliates. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) months.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During the Term, While the Executive will not undertake any outside activity, whether or not competitive with is employed by the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term Company and for six two (62) months years after his employment terminates (terminates, and regardless of the “Restricted Period”)reason therefor, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any Group Member within any geographic area in which such Group Member does business of its Affiliates or undertake any planning for any business competitive with the Company or any Group Memberof its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member of its Affiliates as conducted or under consideration at any time during the Executive’s employment employment, and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of the Company or any Group Member of its Affiliates for which the Executive has provided services, as conducted or in planning services during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months one year prior to termination of the Executive’s employment has been, a customer franchisee of the Company or any Group Memberof its Affiliates. For the purposes of this Section 108, the business of any Group Member the Company and its Affiliates shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Productsas hereinafter defined. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. (iiib) During The Executive agrees that, during his employment and during the Restricted Periodtwo (2) year period immediately following termination of his employment, and regardless of the reason therefor, the Executive will not directly or indirectly (a) solicit or encourage any customer franchisee of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer of any Group Member to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with 8 (c) The Executive agrees that, during his employment and for the Company or any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and two (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result year period immediately following termination of his employment or other associations with any Group Memberemployment, or has had access to Confidential Information which would assist in and regardless of the Executive’s solicitation of such Person. (iv) During the Restricted Periodreason therefor, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of the Company or any Group Member of its Affiliates as of the date of such solicitation or any employee who was employed by the Company or any of its Affiliates during the six (6) months prior to the Executive’s termination of employment, or seek to persuade any employee of the Company or any Group Member of its Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” or “independent contractor” of the Company or any Group Member of its Affiliates is any person who was such at any time within the preceding twelve (12) monthsyear. For purposes hereof, general solicitations not directed at a particular person or advertising in media directed at the general public shall not provide the basis for a claim by the Company that the Executive violated this Section as it relates to the non- solicitation covenants contained herein.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive Contractor agrees that the following some restrictions on his Contractor’s activities during and after his employment hereunder the Term of this Agreement are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Subsidiaries: (i) During the Term, the Executive will not undertake any outside activity, whether or not competitive with the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (iia) During the Term of this Agreement and for six eighteen (618) months after his employment terminates the Termination Date (in the aggregate, the “Restricted Non-Competition Period”), the Executive Contractor shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, independent contractor, co-venturer or otherwiseotherwise (other than through ownership of publicly-traded capital stock of a corporation which represents less than one percent (1%) of the outstanding capital stock of such corporation), (i) compete with the Company, Holdings or any Group Member within of the Company’s Subsidiaries in any geographic area business related to developing, selling, licensing or otherwise providing Products and related services to physicians, hospitals or other medical establishments in the United States or such other business activities which such Group Member does business the Company, Holdings or any of the Company’s Subsidiaries shall conduct or intend to conduct as of the Termination Date, or (ii) undertake any planning for any business competitive with the Company, Holdings or any Group Memberof the Company’s Subsidiaries. Specifically, but without limiting the foregoing, the Executive Contractor agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company, Holdings or any Group Member of the Company’s Subsidiaries as conducted or under consideration at any time during the Executive’s employment and further Term of this Agreement or performance of the Services for the Company or any of its Subsidiaries (including prior to the date hereof). (b) Contractor agrees that, during the Term of this Agreement, Contractor will not to work or provide services, in undertake any capacityoutside activity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is not competitive with the business of any Group Member for which the Executive has provided servicesCompany, as conducted Holdings or in planning during his employment. Restricted activity includes without limitation accepting employment the Company’s Subsidiaries, that could reasonably give rise to a conflict of interest or a consulting position otherwise interfere with any Person who is, or at any time within twelve (12) months prior to termination the performance of the ExecutiveServices for the Company, Holdings or any of the Company’s employment has been, a customer of any Group Member. For the purposes of this Section 10, the business of any Group Member shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoingSubsidiaries; provided, however, shall that Contractor may continue to perform as counsel in the case entitled Innovair Aviation, Ltd. v. United States, so long as such representation does not prevent the Executive’s passive ownership violate conflict of two percent (2%) or less of the equity securities of any publicly traded companyinterest rules. (c) Contractor further agrees that during the Term of this Agreement and during the Non-Competition Period, Contractor will not, directly or indirectly, (i) hire or attempt to hire any employee of the Company, Holdings or any of the Company’s Subsidiaries or anyone who was such an employee within the six (6) months preceding such hire or attempt to hire, (ii) hire or attempt to hire any independent contractor providing services to the Company, Holdings or any of the Company’s Subsidiaries or anyone who was such an independent contractor within six (6) months preceding such hire or attempt to hire, (iii) During assist in hiring or any attempt to hire of anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any Contractor or independent contractor of the Restricted PeriodCompany, Holdings or any of the Executive will not directly Company’s Subsidiaries to terminate his or indirectly her relationship with the Company, Holdings or any of the Company’s Subsidiaries, or (av) solicit or encourage any customer or vendor of the Company, Holdings or any Group Member of the Company’s Subsidiaries to terminate or diminish its relationship with any of them; or (b) seek to persuade any such customer or prospective customer , or, in the case of any Group Member a customer, to conduct with anyone else any Person any business or activity which such customer or prospective customer conducts or could conduct with the Company Company, Holdings or any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the ExecutiveCompany’s solicitation of such PersonSubsidiaries. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) months.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group Members:Company: ​ (ia) During the Term, While the Executive will not undertake any outside activity, whether or not competitive with is employed by the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term Company and for six twelve (612) months after his employment terminates (in the aggregate, the “Restricted Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete : ​ (i) Compete with the Company in any Group Member within any geographic area in which such Group Member does location where the Company conducts business or undertake ​ (ii) Undertake any planning for any business competitive with any Group Memberthe Company. ​ Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive competitive, or potentially competitive with that intends to compete with, the business of any Group Member the Company as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes includes, without limitation limitation, accepting employment an employment, consulting or a consulting agency position with with, or becoming an owner, partner, investor or co- venturer of, any direct competitor business of the Company or any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, a customer of any Group Memberthe Company and competes, or intends to compete, with the business of the Company. For the purposes of this Section 109, the business of any Group Member the Company shall include all Products services performed by the Company and the Executive’s undertaking shall encompass all items, products items and services that may be used in substitution for ProductsCompany’s business. The foregoing, however, provisions of Section 9(a) shall not prevent be deemed breached as a result of the Executive’s passive ownership of two percent (2%) less than an aggregate of 1% of any class of securities of a Person engaged, directly or less indirectly, in activities that are directly or indirectly competitive with the business of the equity Company so long as the Executive does not actively participate in the business of such Person; provided, however, that such stock is listed on a national securities of any publicly traded company.exchange. ​ (iiib) During The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the ​ ​ ​ ​ ​ Company that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company. ​ (c) The Executive further agrees that while the Executive is employed by the Company and for twelve (12) months after his employment terminates or, if longer, the length of the Severance Period (in either case, the “Non-Solicitation Period” and together with the Non- Competition Period, the “Restricted Period”), the Executive will not directly hire or indirectly (a) attempt to hire any employee of the Company assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or solicit or encourage any customer or vendor of any Group Member the Company to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer , or, in the case of any Group Member a customer, to conduct with anyone else any Person any business or activity which such customer or prospective customer conducts or could conduct with the Company. ​ (d) The Executive shall not, whether in writing or orally, malign, denigrate or disparage the Company or their predecessors and successors, or any Group Member; provided that these restrictions shall apply (1) only of the current or former directors, officers, employees, equity holders, partners, members, agents or representatives of any of the foregoing, with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees respective past or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced topresent activities, or otherwise had contact withpublish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its officers and members of the Board, such Person as a result whether in writing or orally, to not malign, denigrate or disparage Executive with respect to any of his employment respective past or other associations with any Group Memberpresent activities, or has had access otherwise publish (whether in writing or orally) statements that tend to Confidential Information which would assist portray Executive in the Executive’s solicitation of such Person. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with theman unfavorable light. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) months.​

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group Members: Company and its Affiliates: While Executive is employed by the Company and for the twelve (i12) During the Term, the Executive will not undertake any outside activity, whether or not competitive month period immediately following termination of his employment with the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term and for six (6) months after his employment terminates Company (the “Restricted "Non-Competition Period”"), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with any Group Member within any geographic area in which such Group Member does business or undertake any planning for any business competitive with any Group Memberthe Company anywhere worldwide. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in of any activity that is directly or indirectly competitive or potentially competitive with the business of any Group Member the Company as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his 's employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, a customer of any Group Member. For the purposes of this Section 109, the business of any Group Member the Company shall include all Products and the Executive’s 's undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s 's passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. . Executive agrees that, during his employment with the Company, in addition to complying with the limitations of Section 3.C., he will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates and that would not otherwise be prohibited under Section 3.c. Executive further agrees that while he is employed by the Company and for twelve (iii12) During months following termination of his employment (the Restricted "Non-Solicitation Period"), the Executive will not directly or indirectly (a) solicit any employee of the Company or encourage any customer or vendor of any Group Member the Company to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer the Company, or, in the case of any Group Member a customer, to conduct with anyone else any Person any business or activity which such customer or prospective customer conducts or could conduct with the Company Company. It shall not be a violation of this Agreement for Executive to hire, interview, recruit or otherwise discuss employment or other business relationship with any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf employee of the Company or any Group Member that (i) has been given notice of involuntary termination by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such PersonCompany, or been introduced to, (ii) responds to a general advertisement or otherwise had initiates contact with, such Person as a result with Executive for purposes of his seeking employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with thembusiness relationship. For the purposes of this Agreement, an “employee” employee or customer of any Group Member the Company is any person Person who was a current employee or customer of the Company at the time Executive's employment with the Company ended. For purposes of this Section 9, "Company" shall include Affiliates of the Company with which Executive has had involvement in the course of his employment or about which Affiliate or Affiliate's activities he has acquired or received any Confidential Information until a Change of Control has occurred, after such at time Company shall not be broadened to include any time within the preceding twelve (12) monthsnew Affiliates.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good will, Confidential Information, trade secrets and other legitimate business interests of the Group MembersCompany and its Affiliates: (ia) During the Term, While the Executive will not undertake any outside activity, whether or not competitive with is employed by the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term Company and for six eighteen (618) months after his employment terminates terminates, regardless of the reason (together, the “Restricted Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with any Group Member within any geographic area in which such Group Member does business the Business anywhere where the Business is conducted, or undertake any planning for any business competitive with any Group Memberthe Business. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with (i) the business of any Group Member Business as conducted or under consideration at any the time during of termination of the Executive’s employment employment, or (ii) any other business activity known to be under active consideration by the Company and further agrees not in relation to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive Company has provided services, as conducted or in planning during his taken affirmative and non-de minimis steps to pursue such business activity prior to the time of termination of the Executive’s employment. Restricted activity includes also includes, without limitation limitation, accepting employment or a consulting position with with, or otherwise providing services to, any Person who is, is or at any time within twelve (12) months prior is planning to termination become a competitor of the Executive’s Business where such employment, consulting or services relate to the Business. (b) The Executive agrees that, during his employment has beenwith the Company, a customer of he will not undertake any Group Member. For the purposes of this Section 10outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any Group Member shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded companyits Affiliates. (iiic) During The Executive agrees that, during the Restricted Period, the Executive will not directly or indirectly (a) solicit or encourage any customer of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer of the Company or any Group Member of its Affiliates to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Memberof its Affiliates; provided that these restrictions shall apply (1y) only with respect to those Persons who are or have been a customer of such Group Member the Company or any of its Affiliates at any time within the immediately preceding twelve one (121) month year period or whose business has been solicited on behalf of the Company or any Group Member of the Affiliates by any of their officers, employees or agents within said twelve one (121) month year period, other than by form letter, blanket mailing or published advertisement, and (2z) only if the Executive has performed work for such Person, Person during his employment with the Company or one of its Affiliates or has been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, the Company or one of its Affiliates or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (ivd) During The Executive agrees that, during the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of the Company or any Group Member of its Affiliates or seek to persuade any employee of the Company or any Group Member of its Affiliates to discontinue employment employment, or (b) solicit or encourage any independent contractor providing services to the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” or “independent contractor” of the Company or any Group Member of its Affiliates is any person who is then or was such at any time within the preceding twelve one (121) monthsyear.

Restricted Activities. (a) The In further consideration of the employment opportunity provided and compensation to be paid to Executive hereunder, Executive acknowledges that, during the course of Executive’s employment with Holdings, the Company and their respective Subsidiaries, Executive shall become familiar with Holdings’, the Company’s and their respective Subsidiaries’ and Affiliates’ trade secrets and with other Confidential Information concerning Holdings, the Company and their respective Subsidiaries and Affiliates, and that he is bound by certain Executive’s services shall be of special, unique and extraordinary value to Holdings, the Company and their respective Subsidiaries and Affiliates. Therefore, in further consideration of the employment opportunity provided and compensation to be paid to Executive hereunder and without limiting any other obligations to the Parent and the other Group Members of Executive pursuant to Article 17 of the Service Agreement and that such obligations shall remain this Agreement, in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following restrictions on his activities during and after his employment hereunder are necessary order to protect the good will, Confidential Information, trade secrets legitimate business interests and other legitimate interests goodwill of the Group Members: (i) During the TermHoldings, the Company and their respective Subsidiaries and Affiliates, Executive will not undertake any outside activityagrees that, whether or not competitive with during the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term and for six (6) months after his employment terminates (the “Restricted Employment Period”), the Executive shall not, directly or indirectly, whether as owneracquire or hold, partner, investor, consultant, agent, employee, co-venturer beneficially or otherwise, compete any economic, financial or other interest (whether an equity interest or otherwise) in, act as an equity holder or employee, director, manager, independent contractor or representative of, manage, control, operate, consult with, render services in any capacity for, or otherwise participate in any Person (including any division, group or franchise of a larger organization), other than Holdings, the Company and their respective Subsidiaries, which engages in, or engages in the management or operation of any Person that engages in, any business that competes with or otherwise engages in any Group Member within aspect of the Business in any geographic area in which such Group Member does business or undertake any planning for any business competitive with any Group Member. Specifically, but without limiting the foregoingHoldings, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of any Group Member as conducted or under consideration at any time during the Executive’s employment Company and further agrees not to work or provide servicestheir respective Subsidiaries conduct their Business, in any capacityincluding North America, whether as an employeeAustralia, independent contractor or otherwiseEurope, whether with or without compensationAsia, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, a customer of any Group MemberSouth America and Africa. For the purposes of this Section 10, the business of any Group Member shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. (iii) During the Restricted Period, the Executive will not directly or indirectly (a) solicit or encourage any customer of any Group Member to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer of any Group Member to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes of this Agreement, the term “participate in” shall include having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any Person (whether as a director, officer, manager, supervisor, employee, agent, consultant or otherwise). Notwithstanding the restrictions specified in this Section 7(a), nothing herein shall be construed to prohibit Executive from (i) owning, solely as a passive investment, the securities of an “employee” entity which are publicly traded on a national or regional stock exchange or on the over-the-counter market or investing through a private equity fund in securities of an entity that is not publicly traded, provided, that, Executive does not, directly or indirectly, own 2% or more of any Group Member class of securities of such entity; or (ii) owning, solely as a passive investment, the securities of an entity which are not publicly traded, provided, that, such entity (including each of its Subsidiaries) is not engaged in the Business. For purposes herein, “Business” means the business of online fast fashion apparel (including designing, manufacturing, marketing and selling such apparel), as the same may be altered, amended, supplemented or otherwise changed from time to time, and any person who was such at other business in which Holdings, the Company or any time within of their respective Subsidiaries is engaged during the preceding twelve (12) monthscourse of Executive’s employment with Holdings, the Company and their respective Subsidiaries.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his Executive's activities during and after his Executive's employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During While the TermExecutive is employed by the Company and for the period of twelve (12) months immediately following Executive's employment by the Company (in the aggregate, with the period of Executive's employment, the Executive will not undertake any outside activity, whether or not competitive with the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term and for six (6) months after his employment terminates (the “Restricted "Non-Competition Period”"), the Executive shall shall, not, directly or indirectly, whether as owner, partner, investor, consultant, agent, executive or managerial employee, co-venturer or otherwise, compete with the Company or any Group Member of its Affiliates within any geographic area in which such Group Member does business the United States, Europe or Asia or undertake any planning for any business competitive with the Company or any Group Memberof its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member of its Affiliates as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his 's employment. Restricted activity includes without limitation accepting employment limitation. providing services, directly or a consulting position indirectly, with or without compensation, whether as an executive or managerial employee, independent contractor, officer, director or otherwise, to any Person who isdoes, or at any time within twelve (12) months prior has plans to termination become. a competitor of the Executive’s employment has been, a customer business of the Company or any Group Memberof its Affiliates. For the purposes of this Section 109, the business of any Group Member the Company and its Affiliates shall include all Products and the Executive’s 's undertaking shall encompass all items, . products and services that may be used in substitution for Products. The foregoing, however, foregoing restrictions shall not prevent preclude the Executive’s Executive from retaining or making passive ownership investment interests of less than two percent (2%) or less in corporations whose stock is registered under the Securities Exchange Act of the equity securities of any publicly traded company1934, as amended. (iiib) During The Executive agrees that, during Executive's employment with the Restricted Company, Executive will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with Executive's duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, code of conduct, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Period, Executive will not (i) hire or attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person or encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly (a) solicit or encourage any customer of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; , or (b) seek to persuade any such customer or prospective customer of any Group Member to conduct with anyone else any Person any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Personits Affiliates. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) months.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Subsidiaries, and that the agreed restrictions set forth below will not deprive the Executive of the ability to earn a livelihood: (i) During the Term, a. While the Executive will not undertake any outside activityis employed by the Company and, whether or not competitive with the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term and for six (6) months after his employment terminates terminates, for the greater of one year or the period during which severance payments of Base Amount are being made (the “Restricted "Non-Competition Period”"), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the business of the Company or any Group Member of its Subsidiaries within the United States, or within any geographic area foreign country in which such Group Member does business the Products are sold at the date of termination of employment, or undertake any planning for any business competitive with the Company or any Group Memberof its Subsidiaries. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member of its Subsidiaries as conducted or under consideration at any time during which has been proposed by management to the Board within six months prior to termination of the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his 's employment. Restricted activity also includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s 's employment has been, a customer distributor of the Company or any Group Memberof its Subsidiaries. For the purposes of this Section 109, the business of any Group Member the Company and its Subsidiaries shall include all Products and mean the manufacture or sale of the Products. b. The Executive further agrees that during the Non-Competition Period or in connection with the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership 's termination of two percent (2%) or less of the equity securities of any publicly traded company. (iii) During the Restricted Periodemployment, the Executive will not directly hire or indirectly (a) attempt to hire any employee of the Company or any of its Subsidiaries, assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Subsidiaries, or solicit or encourage any customer or vendor of the Company or any Group Member of its Subsidiaries to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer , or, in the case of any Group Member a customer, to conduct with anyone else any Person any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Member; provided that these restrictions of its Subsidiaries. c. The provisions of this Section 9 shall apply (not be deemed to preclude the Executive from employment or engagement during the Non-Competition Period following termination of employment hereunder by a corporation, some of the activities of which are competitive with the business of the Company, if the Executive's activities do not relate, to such competitive business, and nothing contained in this Section 9 shall be deemed to prohibit the Executive, during the Non-Competition Period following termination of employment hereunder, from acquiring or holding, solely as an investment, publicly traded securities of any competitor corporation so long as such securities do not, in the aggregate, constitute one-half of 1) only with respect to those Persons who are or have been a customer % of the outstanding voting securities of such Group Member at any time within corporation. Without limiting the immediately preceding twelve (12) month period or whose business has been solicited on behalf foregoing, it is understood that the Company shall not be obligated to continue to make the payments specified in Section 5d and 5e in the event of a material breach by the Executive of the Company provisions of Sections 7, 8 or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes 9 of this Agreement, an “employee” of any Group Member is any person who was such at any time which breach continues without having been cured within 30 days after written notice to the preceding twelve (12) monthsExecutive specifying the breach in reasonable detail.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (a) While the Executive is employed by the Company and for the greater of (i) During the Term, the Executive will not undertake any outside activity, whether or not competitive with the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. twelve (ii) During the Term and for six (612) months after his employment terminates or (ii) the period during which the Executive is receiving payments under Section 5(d) or 5(e) or 5(g) or 5(h) (the “Restricted Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any Group Member within any geographic area in which such Group Member does business of its Affiliates or undertake any planning for any business competitive with the Company or any Group Memberof its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member of its Affiliates as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to the termination of the Executive’s employment has been, a competitor or a customer of the Company or any Group Memberof its Affiliates. For the purposes of this Section 108, the business of any Group Member the Company and its Affiliates shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, foregoing shall not prevent prohibit the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. (iiib) During The Executive agrees that, during his employment with the Restricted Company or any Affiliate of the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates. (c) The Executive further agrees that while he is employed by the Company or any Affiliate of the Company and thereafter during the Non-Competition Period, the Executive will not directly hire or indirectly (a) attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates or solicit or encourage any customer or vendor of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer , or, in the case of any Group Member a customer, to conduct with anyone else any Person any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Personits Affiliates. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) months.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good will, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During the Term, While the Executive will not undertake any outside activity, whether or not competitive with is employed by the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term Company and for six a period equal to eighteen (618) months after his employment terminates (is terminated by the “Restricted Period”)Company or the Executive, regardless of the reason therefor, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any Group Member of its Affiliates within any the geographic area in which such Group Member the Company does business or undertake any planning for any business competitive with the Company or any Group Memberof its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member of its Affiliates as conducted or under consideration at any the time during of termination of the Executive’s employment employment, and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of the Company or any Group Member of its Affiliates for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, a customer of any Group Member. For the purposes of this Section 10, the business of any Group Member shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. (iiib) During The Executive agrees that, during his employment with the Restricted PeriodCompany, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates. (c) The Executive agrees that, during his employment and during the eighteen (18) month period immediately following termination of his employment, regardless of the reason therefor, the Executive will not directly or indirectly (a) solicit or encourage any customer of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer of the Company or prospective customer any of any Group Member its Affiliates to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Memberof its Affiliates; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, Person during his employment with the Company or one of its Affiliates or has been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, the Company or one of its Affiliates or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (ivd) During The Executive agrees that, during his employment and for the Restricted Periodeighteen (18) month period immediately following termination of his employment, the Executive will not, and will not assist any other Person tonot, directly or indirectly (a) hire or solicit for hiring any person who is at the time of such solicitation an employee of the Company or any Group Member of its Affiliates or seek to persuade any employee of the Company or any Group Member of its Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) months.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good will, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During the Term, While the Executive will not undertake any outside activity, whether or not competitive with is employed by the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term Company and for six a period equal to eighteen (618) months after his the termination of such employment terminates (by the “Restricted Period”)Company or the Executive, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any Group Member of its Affiliates within any the geographic area in which such Group Member the Company does business or undertake any planning for any business competitive with the Company or any Group Memberof its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member of its Affiliates as conducted or under consideration at any the time during of termination of the Executive’s employment employment, and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of the Company or any Group Member of its Affiliates for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, a customer of any Group Member. For the purposes of this Section 10, the business of any Group Member shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. (iiib) During The Executive agrees that, during his employment with the Restricted PeriodCompany, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise materially interfere with his duties and obligations to the Company or any of its Affiliates. (c) The Executive agrees that, during his employment and during the eighteen (18) month period immediately following termination of his employment, regardless of the reason therefor, the Executive will not directly or indirectly (a) solicit or encourage any customer of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer of the Company or prospective customer any of any Group Member its Affiliates to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Memberof its Affiliates; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, Person during his employment with the Company or one of its Affiliates or has been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, the Company or one of its Affiliates or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (ivd) During The Executive agrees that, during his employment and for the Restricted Periodeighteen (18) month period immediately following termination of his employment, the Executive will not, and will not assist any other Person todirectly or indirectly, (a) hire or solicit for hiring any person who is at the time of such solicitation an employee of the Company or any Group Member of its Affiliates or seek to persuade any employee of the Company or any Group Member of its Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) months.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations the importance to the Parent Company and its Affiliates of protecting their trade secrets and other Confidential Information and their other legitimate business interests, including without limitation the valuable trade secrets, other Group Members pursuant Confidential Information and goodwill that they have developed or acquired and which they shall continue to Article 17 develop and acquire while the Executive’s employment continues. The Company agrees, in consideration of the Service Agreement Executive’s acceptance of the restrictions set forth below, to grant the Executive access to trade secrets and that such obligations shall remain in full force and effect in accordance with their terms during his employment by other Confidential Information of the Company hereunder (the “Existing Obligations.”). (b) In addition and its Immediate Affiliates and to the Existing Obligations, the their valuable business relationships and their goodwill. The Executive acknowledges and agrees that the following restrictions on his activities during and after his employment hereunder set forth below are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During The Executive agrees that, during his employment with the TermCompany and for the period of twenty-four (24) months immediately following the termination of his employment, regardless of the basis or timing of such termination, the Executive will not, directly or indirectly, alone or in association with others, anywhere in the Territory, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the Company or any of its Immediate Affiliates (a “Competitor”), except that nothing contained in this Section 9(a) shall prevent the Executive’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For the purposes of this Agreement, the “Business of the Company and its Immediate Affiliates” or “Business” is that of arts and crafts specialty retailer providing materials, ideas and education for creative activities and the “Territory” is those states within the United States and those provinces of Canada in which the Company or any of its Immediate Affiliates is doing or actively planning to do business at any time during the Executive’s employment or, with respect to his obligations hereunder following termination of his employment with the Company, at any time during the six (6) months immediately preceding such termination. (b) The Executive agrees that, during his employment with the Company, he will comply with any and all codes of ethics or business conduct of the Company applicable to his position, as in effect from time to time, and will not undertake any outside activity, whether or not competitive with the business of any Group Member the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group MembersCompany or any of its Affiliates. (iic) During The Executive agrees that, during his employment and during the Term and for six period of twenty-four (624) months after his employment terminates (the “Restricted Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with any Group Member within any geographic area in which such Group Member does business or undertake any planning for any business competitive with any Group Member. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business immediately following termination of any Group Member as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination regardless of the Executive’s employment has been, a customer of any Group Member. For the purposes of this Section 10, the business of any Group Member shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) basis or less of the equity securities of any publicly traded company. (iii) During the Restricted Period, the Executive will not directly or indirectly (a) solicit or encourage any customer of any Group Member to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer of any Group Member to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer timing of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (iv) During the Restricted Periodtermination, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring hire any employee of the Company or any Group Member of its Immediate Affiliates or seek to persuade any employee of the Company or any Group Member of its Immediate Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company or any Group Member of its Immediate Affiliates to terminate or diminish its relationship with them. For ; provided, however, that, after termination of the purposes Executive’s employment with the Company, these restrictions shall apply only with respect to employees of, and independent contractors providing services to, the Company or any of this Agreement, an “employee” of any Group Member is any person who was such its Immediate Affiliates on the date the Executive’s employment with the Company terminates or at any time within during the preceding twelve (12) months. (d) The Executive agrees that, during his employment and during the period of twenty-four (24) months immediately following termination of his employment, regardless of the basis or timing of such termination, the Executive will not directly or indirectly solicit or encourage any distributor or vendor to the Company or any of its Immediate Affiliates to terminate or breach any agreement with the Company or any of its Immediate Affiliates or to terminate or diminish its relationship with the Company or any of its Immediate Affiliates; provided, however, that, after termination of the Executive’s employment with the Company, these restrictions shall apply only with respect to those distributors and vendors who were doing business with the Company or any of its Affiliates on the date the Executive’s employment terminates or at any time during the preceding twelve (12) months.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good will, Confidential Information, trade secrets and other legitimate business interests of the Group MembersCompany and its Affiliates: (ia) During the Term, While the Executive will not undertake any outside activity, whether or not competitive with is employed by the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term Company and for six eighteen (618) months after his employment terminates (together, the “Restricted Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-co venturer or otherwise, compete with any Group Member within any geographic area in which such Group Member does business the Business anywhere where the Business is conducted, or undertake any planning for any business competitive with any Group Memberthe Business. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of any Group Member Business as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes also includes, without limitation limitation, accepting employment or a consulting position with with, or otherwise providing services to, any Person who is, is or at any time within twelve (12) months prior is planning to termination become a competitor of the Executive’s Business where such employment, consulting or services relate to the Business. (b) The Executive agrees that, during his employment has beenwith the Company, a customer of he will not undertake any Group Member. For the purposes of this Section 10outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any Group Member shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded companyits Affiliates. (iiic) During The Executive agrees that, during the Restricted Period, the Executive will not directly or indirectly (a) solicit or encourage any customer of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer of the Company or any Group Member of its Affiliates to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Memberof its Affiliates; provided that these restrictions shall apply (1y) only with respect to those Persons who are or have been a customer of such Group Member the Company or any of its Affiliates at any time within the immediately preceding twelve one (121) month year period or whose business has been solicited on behalf of the Company or any Group Member of the Affiliates by any of their officers, employees or agents within said twelve one (121) month year period, other than by form letter, blanket mailing or published advertisement, and (2z) only if the Executive has performed work for such Person, Person during his employment with the Company or one of its Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, the Company or one of its Affiliates or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (ivd) During The Executive agrees that, during the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of the Company or any Group Member of its Affiliates or seek to persuade any employee of the Company or any Group Member of its Affiliates to discontinue employment employment, or (b) solicit or encourage any independent contractor providing services to the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” or “independent contractor” of the Company or any Group Member of its Affiliates is any person who was such at any time within the preceding twelve one (121) monthsyear.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his or her activities during and after his or her employment hereunder are reasonable and necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and the Company Affiliates and accordingly agrees as follows: (i) During the Term, a. While the Executive will not undertake any outside activity, whether or not competitive with is employed by the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term Company and for six a period of three hundred and sixty-five (6365) months days after his or her employment terminates (in the aggregate, the “Restricted Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer venturer, or otherwise, compete engage in any business which is the same as or similar to or otherwise competes with the business of the Company or any Group Member of the Company Affiliates within the United States or in any geographic area other country in which the Company or any of the Company Affiliates is doing any such Group Member does business or undertake any planning for any business competitive with any Group Membersuch business. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member Company Affiliate as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive other associations with the business Company or any Company Affiliate. It will not be a violation of any Group Member this Section 6.a. for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination own less than 1% of the outstanding publicly-traded securities of a competitor of the Company or its Affiliates through a mutual fund or other passive investment vehicle not managed by the Executive’s employment has been, a customer of any Group Member. For the purposes of this Section 106, the business of any Group Member the Company and the Company Affiliates shall include without limitation all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. . b. The foregoingExecutive agrees that, howeverduring his or her or her employment with the Company, he or she shall not prevent perform any consulting services and that during such employment he or she shall not undertake any other outside activity, whether or not competitive with the business of the Company or the Company Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his or her or her duties and obligations to the Company or any of the Company Affiliates. c. The Executive further agrees that during the Non-Competition Period, other than as required by the Executive’s passive ownership of two percent (2%) duties for the Company and the Company Affiliates during his or less of the equity securities of any publicly traded company. (iii) During the Restricted Periodher employment, the Executive will shall not, and shall not assist anyone else to, directly or indirectly (aA) solicit for hiring any employee of the Company or any Company Affiliate or seek to persuade any employee of the Company or any Company Affiliate to discontinue employment or (B) solicit or encourage any customer of independent contractor or other Person doing business with the Company or any Group Member Company Affiliate at any time during the Executive’s employment to terminate or diminish its relationship with them; the Company or (b) seek any Company Affiliate or to persuade violate any agreement of such customer independent contractor or prospective customer of any Group Member to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct other Person with the Company or any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with themAffiliate. For the purposes of this Agreement, an “employee” of the Company or any Group Member Company Affiliate is any person Person who is then in their employ or who was such so employed at any time within the preceding twelve one hundred and eighty (12180) monthsdays.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his his/her activities during and after his his/her employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (a) While the Executive is employed by the Company and for the greater of (i) During the Term, the Executive will not undertake any outside activity, whether twelve (12) months after his/her employment terminates or not competitive with the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term and for six (6) months after his employment terminates period during which the Executive is receiving payments under Section 5.d or 5.e or 5.g or 5.h (the “Restricted "Non-Competition Period”"), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any Group Member within any geographic area in which such Group Member does business of its Affiliates or undertake any planning for any business competitive with the Company or any Group Memberof its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member of its Affiliates as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his 's employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to the termination of the Executive’s 's employment has been, a customer of the Company or any Group Memberof its Affiliates. For the purposes of this Section 108, the business of any Group Member the Company and its Affiliates shall include all Products and the Executive’s 's undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, foregoing shall not prevent prohibit the Executive’s 's passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. (iiib) During The Executive agrees that, during his/her employment with the Restricted Company or any Affiliate of the Company, he/she will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his/her duties and obligations to the Company or any of its Affiliates. (c) The Executive further agrees that while he/she is employed by the Company or any Affiliate of the Company and thereafter during the remainder of the Non-Competition Period, the Executive will not directly hire or indirectly (a) attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates or solicit or encourage any customer or vendor of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer , or, in the case of any Group Member a customer, to conduct with anyone else any Person any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Personits Affiliates. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) months.

Restricted Activities. (a) 7.1 The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During While the TermExecutive is employed by the Company and for the greater of the period of twenty-four (24) months following termination of his employment with the Company or the period specified in the Merger Agreement (in either case, the Executive will not undertake any outside activity, whether or not competitive with the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term and for six (6) months after his employment terminates (the “Restricted Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any Group Member within any geographic area of the Serviced Affiliates (as hereafter defined) anywhere in which such Group Member does business or undertake any planning for any business competitive with any Group Memberthe world. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member of its Affiliates as conducted or under consideration at any time during the Executive’s employment and further agrees not to work provide advice or provide any other services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive directly or indirectly competes or plans to compete with the business Company or any of any Group Member for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, a customer of any Group Memberits Affiliates. For the purposes of this Section 107, the business of any Group Member the Company and its Affiliates shall include all Products of Products, and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less “Serviced Affiliates” are those Affiliates of the equity securities of any publicly traded companyCompany as to which the Executive has provided services or had access to the employees, customers, vendors or Confidential Information. (iiib) During While the Restricted Executive is employed by the Company and during the Non-Competition Period, the Executive will not directly hire or indirectly (a) attempt to hire any employee of the Company or any of the Serviced Affiliates, assist in such hiring by any Person, encourage any such employee to terminate his or her employment relationship with the Company or any of the Serviced Affiliates, or solicit or encourage any customer of, or vendor to, the Company or any of any Group Member the Serviced Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer , or, in the case of any Group Member a customer, to conduct with anyone else any Person any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Personits Affiliates. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) months.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During the Term, While the Executive will not undertake any outside activity, whether or not competitive with is employed by the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term Company and for six two (62) months years after his employment terminates (the “Restricted Period”)terminates, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any Group Member within any geographic area in which such Group Member does business of its Affiliates or undertake any planning for any business competitive with the Company or any Group Memberof its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member of its Affiliates as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of the Company or any Group Member of its Affiliates for which the Executive has provided services, as conducted or in planning services during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months one year prior to termination of the Executive’s employment has been, a customer franchisee of the Company or any Group Memberof its Affiliates. For the purposes of this Section 10, the business of any Group Member the Company and its Affiliates shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. (iiib) During The Executive agrees that, during his employment and during the Restricted Periodtwo (2) year period immediately following termination of his employment, the Executive will not directly or indirectly (a) solicit or encourage any customer franchisee of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer franchisee or prospective customer franchisee of the Company or any Group Member of its Affiliates to conduct with anyone else any business or activity which such customer franchisee or prospective customer franchisee conducts or could conduct with the Company or any Group Memberof its Affiliates; provided that these restrictions shall apply (1y) only with respect to those Persons who are or have been a customer franchisee of such Group Member the Company or any of its Affiliates at any time within the immediately preceding twelve (12) month period one year or whose business has been solicited on behalf of the Company or any Group Member of the Affiliates by any of their officers, employees or agents (and of which the Executive has actual knowledge) within said twelve (12) month one year period, other than by form letter, blanket mailing or published advertisement, and (2z) only if the Executive has performed work for such Person, Person during his employment with the Company or one of its Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, the Company or has had access to Confidential Information which would assist in the Executive’s solicitation one of such Personits Affiliates. (ivc) During The Executive agrees that during his employment and for the Restricted Periodtwo (2) year period immediately following termination of his employment, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of the Company or any Group Member of its Affiliates as of the date of such solicitation or was employed by the Company or any of its Affiliates during the six (6) months prior to the Executive’s termination of employment, or seek to persuade any employee of the Company or any Group Member of its Affiliates to discontinue employment employment, or (b) solicit or encourage any independent contractor providing services to the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of the Company or any Group Member of its Affiliates is any person who was such at any time within the preceding twelve (12) monthsyear. For purposes hereof, general solicitations not directed at a particular person or advertising in media directed at the general public shall not provide the basis for a claim by the Company that the Executive violated this Section.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During the Term, While the Executive will not undertake any outside activity, whether or not competitive with is employed by the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term Company and for six twenty four (624) months after his employment terminates (in the aggregate, the “Restricted Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any Group Member within of its Affiliates in any geographic area in which such Group Member does location where the Company or its Affiliates conducts business or undertake any planning for any business competitive with the Company or any Group Memberof its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member of its Affiliates as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes without limitation limitation, accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination direct competitor of the Executive’s employment has been, a customer business of the Company or any Group Memberof its Affiliates. For the purposes of this Section 108, the business of any Group Member the Company and its Affiliates shall include all Products (as defined in Section 12 below) and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. (b) The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates, except as may be approved from time to time by the Board. The foregoingparties agree that the Executive may continue to engage in the board memberships and consulting activities which are set forth on Exhibit B attached hereto, howeverso long as such engagements do not, shall and could not prevent reasonably, give rise to a conflict of interests or otherwise interfere with the Executive’s passive ownership of two percent (2%) duties and obligations to the Company or less of the equity securities of any publicly traded companyaffiliates. (iiic) During The Executive further agrees that while he is employed by the Restricted Company and during the Non-Competition Period, the Executive will not not, directly or indirectly indirectly, (ai) hire or attempt to hire any employee or consultant of the Company or any of its Affiliates or any Person who was an employee or consultant of the Company or any of its Affiliates at any time during the six (6) months preceding the date of such activity, (ii) assist in such hiring by any Person, (iii) encourage any such employee or consultant to terminate his relationship with the Company or any of its Affiliates, or (iv) solicit or encourage any customer or vendor of the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer them or, in the case of any Group Member a customer, to conduct with anyone else any Person any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Personits Affiliates. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) months.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During the Term, While the Executive will not undertake any outside activity, whether or not competitive with is employed by the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term Company and for six the period of eighteen (618) months after immediately following the termination of his employment terminates (the “Restricted Period”)employment, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any Group Member of the Served Affiliates (as defined below) in any state within the United States or any state, province or like political or geographic division within any geographic area other country in which such Group Member does the Company or any of the Served Affiliates is conducting, or is engaged in consideration or active planning to conduct, business or and the Executive shall not undertake any planning for any business competitive with the Company or any Group Memberof its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any Group Member of the Served Affiliates as conducted or under consideration at any time during the Executive’s 's employment and further agrees not to work or provide services, in any capacity, whether as a member of a governing board, an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of the Company or any Group Member for which of the Executive has provided servicesServed Affiliates, as conducted or in planning during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, a customer of any Group Member. For the purposes of this Section 10, the business of any Group Member shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s 's passive ownership of two one percent (21%) or less of the equity securities of any publicly traded company. (iiib) During The Executive agrees that, during his employment with the Restricted PeriodCompany, he will not undertake any outside activity, whether or not competitive with the business of the Company or any of its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates. The Executive further agrees that, during his employment with the Company, he will abide by any codes or policies of the Company or any of the Served Affiliates with respect to conflicts of interest, codes of conduct and business ethics, personal transactions in securities and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the like, as published from time to time by the Company or any of the Served Affiliates to their respective employees (all of the foregoing, in the aggregate, "Corporate Codes") and will also comply with all applicable laws, regulations, rules, directives and other legal requirements of federal, state and other governmental and regulatory bodies having jurisdiction over the Company or any of the Served Affiliates and all rules, policies and requirements imposed by NASDAQ (all of the foregoing, in the aggregate, "Corporate Legal Requirements"). (c) The Executive agrees that, during his employment and during the eighteen (18) month period immediately following termination of his employment, the Executive will not directly or indirectly (a) solicit or encourage any customer of the Company or any Group Member of the Served Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer of the Company or any Group Member of the Served Affiliates to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Memberof the Served Affiliates; provided however, that, with respect to any period of these restrictions that follows the termination of the Executive's employment, these restrictions shall apply (1y) only with respect to those Persons who are or have been a customer of such Group Member the Company or a Served Affiliates at any time within the twenty-four (24) months immediately preceding twelve (12) month period the Termination Date or whose business has been solicited on behalf of the Company or any Group Member a Served Affiliate by any of their officers, employees or agents within said twelve twenty-four (1224) month period, period and other than by form letter, blanket mailing or published advertisement, advertisement and (2z) only if the Executive has performed work for such Person, or been was introduced to, or otherwise had contact with, with such Person as a result of his employment or other associations with any Group Member, the Company or has one of the Served Affiliates or had access to Confidential Information which would assist in the Executive’s 's solicitation of such Person. (ivd) During The Executive agrees that during his employment and and during the Restricted Periodeighteen (18) month period immediately following termination of his employment, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of the Company or any Group Member of its Affiliates or seek to persuade any employee of the Company or any Group Member of its Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company or any Group Member of its Affiliates to terminate or diminish its relationship with them. For ; provided, however, that, with respect to any period of these restrictions that follows the purposes termination of this Agreementthe Executive's employment, an “employee” of these restrictions shall apply (x) only with respect to any Group Member is any person individual who was such employed by or provided services as an independent contractor to the Company or one of its Affiliate at any time within twenty-four (24) months prior to the preceding twelve Termination Date and (12y) monthsonly if the Executive was introduced to, or otherwise had contact with such employee or independent contractor as a result of his employment or other associations with the Company or one of its Affiliates or had access to Confidential Information which would assist in the Executive's solicitation of such employee or independent contractor.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations the importance to the Parent Company and its Affiliates of protecting their trade secrets and other Confidential Information and their other legitimate business interests, including without limitation the valuable trade secrets, other Group Members pursuant Confidential Information and goodwill that they have developed or acquired and which they shall continue to Article 17 develop and acquire while the Executive’s employment continues. The Company agrees, in consideration of the Service Agreement Executive’s acceptance of the restrictions set forth below, to grant the Executive access to trade secrets and that such obligations shall remain in full force and effect in accordance with their terms during his employment by other Confidential Information of the Company hereunder (the “Existing Obligations.”). (b) In addition and its Immediate Affiliates and to the Existing Obligations, the their valuable business relationships and their goodwill. The Executive acknowledges and agrees that the following restrictions on his activities during and after his employment hereunder set forth below are necessary to protect the good willgoodwill, Confidential Information, trade secrets Information and other legitimate interests of the Group MembersCompany and its Affiliates: (ia) During The Executive agrees that, during the Termhis employment with the Company and for the period of twenty-four (24) months immediately following the termination of his employment, regardless of the basis or timing of such termination, the Executive will not, directly or indirectly, alone or in association with others, anywhere in the Territory, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the Company or any of its Immediate Affiliates (a “Competitor”), except that nothing contained in this Section 9(a) shall prevent the Executive’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For the purposes of this Agreement, the “Business of the Company and its Immediate Affiliates” or “Business” is that of arts and crafts specialty retailer providing materials, ideas and education for creative activities and the “Territory” is those states within the United States and those provinces of Canada in which the Company or any of its Immediate Affiliates is doing or actively planning to do business at any time during the Executive’s employment or, with respect to his obligations hereunder following termination of his employment with the Company, at any time during the six (6) months immediately preceding such termination. (b) The Executive agrees that, during his employment with the Company, he will comply with any and all codes of ethics or business conduct of the Company applicable to his position, as in effect from time to time, and will not undertake any outside activity, whether or not competitive with the business of any Group Member the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group MembersCompany or any of its Affiliates. (iic) During The Executive agrees that, during his employment and during the Term and for six period of twenty-four (624) months after his employment terminates (the “Restricted Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with any Group Member within any geographic area in which such Group Member does business or undertake any planning for any business competitive with any Group Member. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business immediately following termination of any Group Member as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes without limitation accepting employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination regardless of the Executive’s employment has been, a customer of any Group Member. For the purposes of this Section 10, the business of any Group Member shall include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) basis or less of the equity securities of any publicly traded company. (iii) During the Restricted Period, the Executive will not directly or indirectly (a) solicit or encourage any customer of any Group Member to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer of any Group Member to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any Group Member; provided that these restrictions shall apply (1) only with respect to those Persons who are or have been a customer timing of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with any Group Member, or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (iv) During the Restricted Periodtermination, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring hire any employee of the Company or any Group Member of its Immediate Affiliates or seek to persuade any employee of the Company or any Group Member of its Immediate Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company or any Group Member of its Immediate Affiliates to terminate or diminish its relationship with them. For ; provided, however, that, after termination of the purposes Executive’s employment with the Company, these restrictions shall apply only with respect to employees of, and independent contractors providing services to, the Company or any of this Agreement, an “employee” of any Group Member is any person who was such its Immediate Affiliates on the date the Executive’s employment with the Company terminates or at any time within during the preceding twelve (12) months. (d) The Executive agrees that, during his employment and during the period of twenty-four (24) months immediately following termination of his employment, regardless of the basis or timing of such termination, the Executive will not directly or indirectly solicit or encourage any distributor or vendor to the Company or any of its Immediate Affiliates to terminate or breach any agreement with the Company or any of its Immediate Affiliates or to terminate or diminish its relationship with the Company or any of its Immediate Affiliates; provided, however, that, after termination of the Executive’s employment with the Company, these restrictions shall apply only with respect to those distributors and vendors who were doing business with the Company or any of its Affiliates on the date the Executive’s employment terminates or at any time during the preceding twelve (12) months.

Restricted Activities. (a) The Executive acknowledges that he is bound by certain obligations to the Parent and the other Group Members pursuant to Article 17 of the Service Agreement and that such obligations shall remain in full force and effect in accordance with their terms during his employment by the Company hereunder (the “Existing Obligations.”). (b) In addition to the Existing Obligations, the Executive agrees that the following some restrictions on his activities during and after his employment hereunder are necessary to protect the good willgoodwill, Confidential Information, trade secrets and other legitimate interests of the Group MembersCompany: (ia) During the Term, While the Executive will not undertake any outside activity, whether or not competitive with is employed by the business of any Group Member that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Group Members. (ii) During the Term Company and for six twelve (612) months after his employment terminates (in the aggregate, the “Restricted Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete : (i) Compete with the Company in any Group Member within any geographic area in which such Group Member does location where the Company conducts business or undertake or (ii) Undertake any planning for any business competitive with any Group Memberthe Company. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive competitive, or potentially competitive with that intends to compete with, the business of any Group Member the Company as conducted or under consideration at any time during the Executive’s employment and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of any Group Member for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes includes, without limitation limitation, accepting employment an employment, consulting or a consulting agency position with with, or becoming an owner, partner, investor or co-venturer of, any direct competitor business of the Company or any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment has been, a customer of any Group Memberthe Company and competes, or intends to compete, with the business of the Company. For the purposes of this Section 108, the business of any Group Member the Company shall include all Products services performed by the Company and the Executive’s undertaking shall encompass all items, products items and services that may be used in substitution for ProductsCompany’s business. The foregoing, however, provisions of Section 8(a) shall not prevent be deemed breached as a result of the Executive’s passive ownership of two percent (2%) less than an aggregate of 1% of any class of securities of a Person engaged, directly or less indirectly, in activities that are directly or indirectly competitive with the business of the equity Company so long as the Executive does not actively participate in the business of such Person; provided, however, that such stock is listed on a national securities of any publicly traded companyexchange. (iiib) During The Executive agrees that, during his employment with the Company, he shall not undertake any outside activity, whether or not competitive with the business of the Company, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company. ​ ​ (c) The Executive further agrees that while the Executive is employed by the Company and for twelve (12) months after his employment terminates or, if longer, the length of the Severance Period (in either case, the “Non-Solicitation Period” and together with the Non-Competition Period, the “Restricted Period”), the Executive will not directly hire or indirectly (a) attempt to hire any employee of the Company assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or solicit or encourage any customer or vendor of any Group Member the Company to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer , or, in the case of any Group Member a customer, to conduct with anyone else any Person any business or activity which such customer or prospective customer conducts or could conduct with the Company. (d) The Executive shall not, whether in writing or orally, malign, denigrate or disparage the Company or their predecessors and successors, or any Group Member; provided that these restrictions shall apply (1) only of the current or former directors, officers, employees, equity holders, partners, members, agents or representatives of any of the foregoing, with respect to those Persons who are or have been a customer of such Group Member at any time within the immediately preceding twelve (12) month period or whose business has been solicited on behalf of the Company or any Group Member by any of their officers, employees respective past or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (2) only if the Executive has performed work for such Person, or been introduced topresent activities, or otherwise had contact withpublish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its officers and members of the Board, such Person as a result whether in writing or orally, to not malign, denigrate or disparage Executive with respect to any of his employment respective past or other associations with any Group Memberpresent activities, or has had access otherwise publish (whether in writing or orally) statements that tend to Confidential Information which would assist portray Executive in the Executive’s solicitation of such Personan unfavorable light. (iv) During the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of any Group Member or seek to persuade any employee of any Group Member to discontinue employment or (b) solicit or encourage any independent contractor providing services to any Group Member to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of any Group Member is any person who was such at any time within the preceding twelve (12) months.