Common use of Restriction Clause in Contracts

Restriction. ATC through its subsidiaries intends to continue and expand the business heretofore conducted by it and them and it and in connection therewith ATC and its subsidiaries have invested and may in the future be required to invest substantial sums of money, directly or indirectly, and as Optionee recognizes that ATC would be substantially injured by Optionee disclosing to others, or by Optionee using for his own benefit, any Intellectual Property or any other Confidential Information he has obtained or shall obtain from ATC or any of its subsidiaries, or which he may now possess and which he has made available to ATC or any of its subsidiaries, Optionee agrees that during the Restricted Period: (a) Neither he nor any member of his Immediate Family will be interested, directly or indirectly, as an investor in any other Entity, business or enterprise within the Covered Territory, which is engaged in any Proscribed Activity (except as an investor in securities (i) issued by ATC or any of its subsidiaries or (ii) listed on a national securities exchange or actively traded over the counter so long as such investments are in amounts not significant as compared to his total investments and do not exceed one percent (1%) of the outstanding securities of the issuer of the same class or issue); and (b) Other than in connection with his serving as an employee of ATC and its subsidiaries, he will not, directly or indirectly, for his own account or as employee, officer, director, partner, trustee, principal, member, joint venturer, agent, adviser, consultant or otherwise, engage within the Covered Territory, in any phase of any Proscribed Activity. Optionee further agrees that during the Restricted Period, he will not, directly or indirectly, solicit business for a Proscribed Activity from any Person, business or enterprise which is, or proposes to be, a customer of ATC or any of its subsidiaries or any of their respective successors or assigns, or from any Person, business or enterprise with which ATC or any of its subsidiaries or any of their respective successors or assigns is negotiating or holding discussion or to which it has made a proposal at the time of such termination, induce any such Person, business or enterprise not to undertake, or to curtail or cancel business with ATC or any of its subsidiaries or any of their respective successors or assigns, induce or attempt to induce any employee of ATC or any of its subsidiaries or any of their respective successors or assigns to terminate his employment therewith, or intentionally divulge or utilize for the direct or indirect benefit (financial or other) of himself or any other Person, business or enterprise, any Intellectual Property or any Confidential Information he has obtained as an employee and/or stockholder of ATC or any of its subsidiaries. This Agreement shall be deemed to consist of a series of separate covenants, one for each line of business carried on by ATC and its subsidiaries and each region included within the geographic areas referred to in this Section. Optionee and ATC are of the belief that the Restricted Period, the Proscribed Activity and the Covered Territory herein specified are reasonable, in light of the circumstances as they exist on the date upon which this Agreement has been executed, including without limitation the nature of the business in which ATC and its subsidiaries are engaged and proposes to engage, the state of their product development and Optionee’s knowledge of such business and his prior affiliations with and interest in ATC. However, if such period, activity or area should be adjudged unreasonable in any Legal Action, whether at law or in equity, then the Restricted Period shall be reduced by such period of time, the Proscribed Activity shall be reduced by such activities, or the Covered Territory shall be reduced by such area, or any combination thereof, as are deemed unreasonable, so that this covenant may be enforced in such area, with respect to such activities and during such period of time as is adjudged to be reasonable.

Restriction. ATC through For a period of 3 years from the date of the initial Closing, Purchaser covenants and agrees that it will not and it will cause each of its subsidiaries intends "Affiliates" (as hereinafter defined) to continue and expand not directly or indirectly sell, tender, transfer, pledge, hypothecate or otherwise dispose of, or offer or agree to do any of the business heretofore conducted foregoing ("Transfer"), any interest in the Option Shares which may be owned "beneficially" (as that term is defined in Rule 13d-3 under the Exchange Act) or of record by it and them and it and in connection therewith ATC and its subsidiaries have invested and may in such Affiliates, except: (i) a Transfer to any person or entity who or which agrees to be bound by all the future be required provisions of this Article V; (ii) a Transfer to invest substantial sums any person or entity who or which has made a tender offer for Seller's Common Stock, but only if the Board of money, directly or indirectly, and as Optionee recognizes that ATC would be substantially injured by Optionee disclosing Directors of Seller has recommended acceptance of such tender offer to others, or by Optionee using for his own benefit, any Intellectual Property or any other Confidential Information he has obtained or shall obtain from ATC the stockholders of Seller; (iii) a Transfer to Seller or any of its subsidiariesSubsidiaries; (iv) a Transfer to an Affiliate of Purchaser which is (or agrees to become) a party hereto; (v) a Transfer which is a bona fide pledge of, or which he may now possess and which he has made available grant of a security interest in, the Option Shares to ATC an institutional, commercial, or other bona fide lender (including without limitation any securities brokerage) for money borrowed; (vi) a Transfer in connection with any registration statement of its subsidiaries, Optionee agrees Seller that is declared effective during the Restricted Period: (aterm of this Article V and includes the Option Shares as a result of exercise of the registration rights granted pursuant to this Agreement; provided, however, that any such disposition by Purchaser or an underwriter pursuant to this Section 5.1(vi) Neither he nor any member of his Immediate Family will be interestedmade in a manner which (if pursuant to an underwritten offering, directly in the written opinion of the underwriter) is intended to effect a broad distribution with no Transfers of the Option Shares to any one "person" or indirectly, as an investor in any other Entity, business or enterprise within the Covered Territory, which is engaged in any Proscribed Activity "group" (except as an investor in securities (i) issued by ATC or any of its subsidiaries or (ii) listed on a national securities exchange or actively traded over the counter so long as such investments terms are defined in amounts not significant as compared to his total investments and do not exceed one percent (1%under Section 13(d) of the outstanding securities Exchange Act) if after such Transfers such person or group would beneficially hold in excess of 5 percent of Seller's Common Stock; or (vii) a Transfer permitted pursuant to Rule 144 under the Securities Act; provided, that Purchaser will use its best efforts to effect as wide a distribution of the issuer of the same class or issue); and (b) Other than in connection with his serving as an employee of ATC and its subsidiaries, he will not, directly or indirectly, for his own account or as employee, officer, director, partner, trustee, principal, member, joint venturer, agent, adviser, consultant or otherwise, engage within the Covered Territory, in any phase of any Proscribed Activity. Optionee further agrees that during the Restricted Period, he will not, directly or indirectly, solicit business for a Proscribed Activity from any Person, business or enterprise which is, or proposes to be, a customer of ATC or any of its subsidiaries or any of their respective successors or assigns, or from any Person, business or enterprise with which ATC or any of its subsidiaries or any of their respective successors or assigns is negotiating or holding discussion or to which it has made a proposal at the time of such termination, induce any such Person, business or enterprise not to undertake, or to curtail or cancel business with ATC or any of its subsidiaries or any of their respective successors or assigns, induce or attempt to induce any employee of ATC or any of its subsidiaries or any of their respective successors or assigns to terminate his employment therewith, or intentionally divulge or utilize for the direct or indirect benefit (financial or other) of himself or any other Person, business or enterprise, any Intellectual Property or any Confidential Information he has obtained as an employee and/or stockholder of ATC or any of its subsidiaries. This Agreement shall be deemed to consist of a series of separate covenants, one for each line of business carried on by ATC and its subsidiaries and each region included within the geographic areas referred to in this Section. Optionee and ATC are of the belief that the Restricted Period, the Proscribed Activity and the Covered Territory herein specified are reasonable, in light of the circumstances as they exist on the date upon which this Agreement has been executed, including without limitation the nature of the business in which ATC and its subsidiaries are engaged and proposes to engage, the state of their product development and Optionee’s knowledge of such business and his prior affiliations with and interest in ATC. However, if such period, activity or area should be adjudged unreasonable in any Legal Action, whether at law or in equity, then the Restricted Period shall be reduced by such period of time, the Proscribed Activity shall be reduced by such activities, or the Covered Territory shall be reduced by such area, or any combination thereof, as are deemed unreasonable, so that this covenant may be enforced in such area, with respect to such activities and during such period of time Option Shares as is adjudged to be reasonablereasonably practicable.

Restriction. ATC through its subsidiaries intends to continue and expand the business heretofore conducted by it and them and it and in connection therewith ATC and its subsidiaries have The Company has invested and may in the future be required to invest substantial sums of money, directly or indirectly, to continue and expand the business heretofore conducted by it and in connection therewith, and as Optionee Employee recognizes that ATC the Company would be substantially injured by Optionee Employee disclosing to others, or by Optionee Employee using for his own benefit, any Intellectual Property or any of the other Confidential Information types of information referred to in Section 8 or other confidential or secret information he has obtained or shall obtain from ATC or any as an employee of its subsidiariesthe Company, or which he may now possess and which he has made available to ATC or any of its subsidiariesthe Company, Optionee Employee agrees that during the Restricted Periodperiod of his employment hereunder and for a period ending one (1) year after the term of this Agreement: (a) Neither he nor any member of his Immediate Family family will be interested, directly or indirectly, as an investor in any other Entity, business or enterprise within in the Covered Territory, which is engaged United States similar to that of the Company or in any Proscribed Activity competition with the Company (except as an investor in securities (i) issued by ATC or any of its subsidiaries or (ii) listed on a national securities exchange or actively traded over the counter so long as such investments are in amounts not significant as compared to his total investments and do not exceed one percent (1%) or to the aggregate of the outstanding securities of the issuer of the same class or issue); and (b) Other than in connection with his serving as an employee of ATC and its subsidiaries, he He will not, directly or indirectly, for his own account or as employee, officer, director, partner, trustee, principal, member, joint venturer, agent, adviser, consultant venturer or otherwise, engage within the Covered TerritoryUnited States, in any phase of any Proscribed Activity. Optionee further agrees that during the Restricted Period, he will not, directly business of preimpregnated paper and fabric used in aerospace or indirectly, solicit business for a Proscribed Activity from any Person, business sporting goods applications or enterprise which is, or proposes to be, a customer of ATC or any of its subsidiaries or any of their respective successors or assigns, or from any Person, business or enterprise otherwise compete with which ATC or any of its subsidiaries or any of their respective successors or assigns is negotiating or holding discussion or to which it has made a proposal at the time of Company in such termination, induce any such Person, business or enterprise not to undertake, or to curtail or cancel business with ATC or any of its subsidiaries or any of their respective successors or assigns, induce or attempt to induce any employee of ATC or any of its subsidiaries or any of their respective successors or assigns to terminate his employment therewith, or intentionally divulge or utilize for the direct or indirect benefit (financial or other) of himself or geographic area in any other Person, business or enterprise, any Intellectual Property or any Confidential Information in which the Company is engaged and for which he has obtained as an employee and/or stockholder of ATC or any of its subsidiariesresponsibility. This Agreement shall be deemed to consist of a series of separate covenants, one for each line of business carried on by ATC Employee and its subsidiaries and each region included within the geographic areas referred to in this Section. Optionee and ATC Company are of the belief that the Restricted Period, the Proscribed Activity period of time and the Covered Territory area herein specified are reasonable, in light view of the circumstances as they exist on the date upon which this Agreement has been executed, including without limitation the nature of the business in which ATC and its subsidiaries are the Company is engaged and proposes to engage, the state of their its product development and Optionee’s Employee's knowledge of such business and his prior affiliations with and interest in ATCthis business. However, if such period, activity period or such area should be adjudged unreasonable in any Legal Action, whether at law or in equityjudicial proceeding, then the Restricted Period period of time shall be reduced by such period number of time, the Proscribed Activity months or such area shall be reduced by elimination of such activities, or the Covered Territory shall be reduced by portion of such area, or any combination thereofboth, as are deemed unreasonable, so that this covenant may be enforced in such area, with respect to such activities area and during such period of time as is adjudged to be reasonable.

Restriction. ATC through its subsidiaries intends to continue and expand the business heretofore conducted by it and them and it and in connection therewith ATC and its subsidiaries have invested and may in the future be required to invest substantial sums of money, directly or indirectly, and as Optionee recognizes that ATC would be substantially injured by Optionee disclosing to others, or by Optionee using for his own benefit, any Intellectual Property or any other Confidential Information he has obtained or shall obtain from ATC or any of its subsidiaries, or which he may now possess and which he has made available to ATC or any of its subsidiaries, Optionee agrees that during the Restricted Period: (a) Neither he Except as provided in this Article VI, Subtenant covenants and agrees that whether voluntarily, involuntarily, by operation of law or otherwise neither this Sublease nor the term and estate hereby granted, nor any member of his Immediate Family interest herein or therein, will be interestedassigned, directly mortgaged, pledged, encumbered or indirectly, as an investor otherwise transferred and that neither the Subleased Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Subtenant, or used or occupied or permitted to be used or occupied, by anyone other Entitythan Subtenant, business or enterprise within for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the Covered Territorylike) in whole or in part, or be offered or advertised for assignment or subletting without the prior written consent of Sublandlord and Master Landlord, which is engaged consent of Sublandlord shall not be unreasonably withheld, conditioned, or delayed in accordance with the terms and conditions of the Master Lease applicable to Master Landlord’s consent rights). Notwithstanding the foregoing, Subtenant shall have the right to conduct a Permitted Transfer (as hereinafter defined) without Sublandlord’s prior consent, but upon at least ten (10) days prior written notice to Sublandlord, sublet all or any Proscribed Activity (except as an investor portion of the Subleased Premises or assign its interest in securities this Sublease to: (i) issued to any person(s) or entity who controls, is controlled by ATC or any of its subsidiaries or is under common control with Tenant, (ii) listed to any entity resulting from the merger, acquisition, consolidation or other reorganization with Tenant, whether or not Tenant is the surviving entity, (iii) to any person or legal entity which acquires all or substantially all of the assets or stock of Tenant (each of the foregoing is hereinafter referred to as a “Permitted Transfer”). (b) Without limiting the foregoing, any agreement pursuant to which: (x) Subtenant is relieved from the obligation to pay, or a third party agrees to pay on Subtenant’s behalf, all or any portion of Basic Rent, Escalation Charges or other charges due under this Sublease; and/or (y) a national securities third party undertakes or is granted the right to assign or attempt to assign this Sublease or sublet or attempt to sublet all or any portion of the Subleased Premises, shall for all purposes hereof be deemed to be an assignment of this Sublease and subject to the provisions of this Article VI. Unless the stock or partnership interest (or other evidence of the ownership of Subtenant) is registered and publicly traded on an exchange regulated by the United States Securities and Exchange Commission, the provisions of this paragraph (a) shall apply to a transfer (by one or actively traded more transfers over the counter so long as such investments are in amounts not significant as compared to his total investments and do not exceed Sublease Term) of fifty one percent (151%) or more of the stock or partnership interests or other evidences of ownership of Subtenant as if such transfer were a prohibited assignment of this Sublease. (c) If, in violation of this Article 6, this Sublease be assigned, or if the Subleased Premises or any part thereof be sublet or occupied by anyone other than Subtenant and there is an Default of Subtenant, Sublandlord may, at any time and from time to time, collect rent and other charges from the assignee or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy, collection or modification of any provisions of this Sublease shall be deemed a waiver of this covenant, or the acceptance of the assignee or occupant as a Subtenant or a release of Subtenant from the further performance of covenants on the part of Subtenant to be performed hereunder. Any consent by Sublandlord to a particular subletting or occupancy shall not in any way diminish the prohibition stated in paragraph (a) of this Section 6.1 or the continuing liability of the original named Subtenant. No assignment or subletting hereunder shall relieve Subtenant from its obligations hereunder and Subtenant shall remain fully and primarily liable therefor. No such assignment, subletting, or occupancy shall affect or be contrary to Permitted Uses. Any consent by Sublandlord to a particular assignment, subletting or occupancy shall be revocable, and any assignment, subletting or occupancy shall be void ab initio, if the same shall fail to require that such assignee or occupant agree therein to be independently bound by and upon all of the covenants, agreements, terms, provisions and conditions set forth in this Sublease on the part of Subtenant to be kept and performed. (d) If Sublandlord (and Master Landlord to the extent required under the Master Lease), consents to Subtenant’s assignment of this Sublease or further sublease of the Subleased Premises at a rental or for other consideration in excess of the Rent due and payable by Subtenant under this Sublease, then Subtenant shall pay to Sublandlord, as “Additional Rent”: (a) on the first day of each month during the term of any such sublease or assignment, fifty percent (50%) of the outstanding securities excess of all rent and other consideration received from the sub-subtenant or assignee for such month over the Rent then payable to Sublandlord pursuant to the provisions of this Sublease for said month (or if only a portion of the issuer Subleased Premises is being sublet, the excess of all rent and other consideration due from the sub-subtenant for such month over the portion of the same class or issueRent then payable to Sublandlord pursuant to the provisions of this Sublease for said month); and (b) Other than in connection with his serving as an employee of ATC and its subsidiaries, he will not, directly or indirectly, for his own account or as employee, officer, director, partner, trustee, principal, member, joint venturer, agent, adviser, consultant or otherwise, engage within the Covered Territory, in any phase of any Proscribed Activity. Optionee further agrees that during the Restricted Period, he will not, directly or indirectly, solicit business for a Proscribed Activity from any Person, business or enterprise which is, or proposes to be, a customer of ATC or any of its subsidiaries or any of their respective successors or assigns, or from any Person, business or enterprise with which ATC or any of its subsidiaries or any of their respective successors or assigns is negotiating or holding discussion or to which it has made a proposal at the time of such termination, induce any such Person, business or enterprise not to undertake, or to curtail or cancel business with ATC or any of its subsidiaries or any of their respective successors or assigns, induce or attempt to induce any employee of ATC or any of its subsidiaries or any of their respective successors or assigns to terminate his employment therewith, or intentionally divulge or utilize for the direct or indirect benefit (financial or other) of himself or any other Person, business or enterprise, any Intellectual Property or any Confidential Information he has obtained as an employee and/or stockholder of ATC or any of its subsidiaries. This Agreement shall be deemed to consist of a series of separate covenants, one for each line of business carried on by ATC and its subsidiaries and each region included within the geographic areas referred to in this Section. Optionee and ATC are of the belief that the Restricted Period, the Proscribed Activity and the Covered Territory herein specified are after deducting Subtenant’s reasonable, in light out-of-pocket transaction costs for brokerage commissions, legal fees, tenant improvements, and free rent. Notwithstanding the foregoing, this sharing of the circumstances as they exist on the date upon which this Agreement has been executed, including without limitation the nature of the business in which ATC and its subsidiaries are engaged and proposes profits shall not apply to engage, the state of their product development and Optionee’s knowledge of such business and his prior affiliations with and interest in ATC. However, if such period, activity or area should be adjudged unreasonable in any Legal Action, whether at law or in equity, then the Restricted Period shall be reduced by such period of time, the Proscribed Activity shall be reduced by such activities, or the Covered Territory shall be reduced by such area, or any combination thereof, as are deemed unreasonable, so that this covenant may be enforced in such area, with respect to such activities and during such period of time as is adjudged to be reasonablePermitted Transfers.

Restriction. ATC through its subsidiaries intends Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to continue and expand be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer"). For purposes of this Lease, the business heretofore conducted term "Transfer" shall also include (a) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by it and them and it and in connection therewith ATC and its subsidiaries have invested and may in operation of law, of a majority of the future be required to invest substantial sums partners, or a transfer of moneya majority of partnership interests, directly within a twelve month period, or indirectlythe dissolution of the partnership, and as Optionee recognizes that ATC would be substantially injured by Optionee disclosing to others(b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of Tenant (other than to immediate family members by Optionee using for his own benefitreason of gift or death) or (ii) the sale, any Intellectual Property mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net assets. An assignment, subletting or other action in violation of the foregoing shall be void and, at Landlord's option, shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the contrary, Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" without the prior written consent of Landlord, but upon at least twenty (20) days' prior written notice to Landlord, provided that said Affiliate is not in default under any other Confidential Information he has obtained lease for space in a property that is owned or shall obtain from ATC managed by Landlord or any of its subsidiariesaffiliates. For purposes of this provision, the term "Affiliate" shall mean any corporation or other entity controlling, controlled by, or which he may now possess and which he has made available to ATC or any of its subsidiaries, Optionee agrees that during the Restricted Period: under common control with (a) Neither he nor any member of his Immediate Family will be interested, directly or indirectly) Tenant, as an investor in including, without limitation, any other Entity, business or enterprise within the Covered Territory, which is engaged in any Proscribed Activity (except as an investor in securities (i) issued by ATC parent corporation controlling Tenant or any subsidiary that Tenant controls. The term "control," as used herein, shall mean the power to direct or cause the direction of its subsidiaries or (ii) listed on a national securities exchange or actively traded over the counter so long as such investments are in amounts not significant as compared to his total investments management and do not exceed one policies of the controlled entity through the ownership of more than fifty percent (150%) of the outstanding voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the issuer Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the same class or issue); and (b) Other than in connection with his serving as an employee of ATC and its subsidiaries, he will not, directly or indirectly, for his own account or as employee, officer, director, partner, trustee, principal, member, joint venturer, agent, adviser, consultant or otherwise, engage within the Covered Territory, in any phase of any Proscribed Activity. Optionee further agrees that during the Restricted Period, he will not, directly or indirectly, solicit business for a Proscribed Activity from any Person, business or enterprise which is, or proposes to be, a customer of ATC or any of its subsidiaries or any of their respective successors or assigns, or from any Person, business or enterprise with which ATC or any of its subsidiaries or any of their respective successors or assigns is negotiating or holding discussion or to which it has made a proposal at the time of such termination, induce any such Person, business or enterprise not to undertake, or to curtail or cancel business with ATC or any of its subsidiaries or any of their respective successors or assigns, induce or attempt to induce any employee of ATC or any of its subsidiaries or any of their respective successors or assigns to terminate his employment therewith, or intentionally divulge or utilize for the direct or indirect benefit (financial or other) of himself or any other Person, business or enterprise, any Intellectual Property or any Confidential Information he has obtained as an employee and/or stockholder of ATC or any of its subsidiaries. This Agreement shall be deemed to consist of a series of separate covenants, one for each line of business carried on by ATC and its subsidiaries and each region included within the geographic areas referred to in this Section. Optionee and ATC are of the belief that the Restricted Period, the Proscribed Activity and the Covered Territory herein specified are reasonable, in light of the circumstances as they exist on the date upon which this Agreement has been executed, including without limitation the nature of the business in which ATC and its subsidiaries are engaged and proposes to engage, the state of their product development and Optionee’s knowledge of such business and his prior affiliations with and interest in ATC. However, if such period, activity or area should be adjudged unreasonable in any Legal Action, whether at law or in equity, then the Restricted Period shall be reduced by such period of time, the Proscribed Activity shall be reduced by such activities, or the Covered Territory shall be reduced by such area, or any combination thereof, as are deemed unreasonable, so that this covenant may be enforced in such area, with respect to such activities and during such period of time as is adjudged to be reasonablePremises.

Restriction. ATC through its subsidiaries intends to continue and expand the business heretofore conducted by it and them and it and in connection therewith ATC and its subsidiaries have invested and may in the future be required to invest substantial sums of money, directly or indirectly, and as Optionee recognizes that ATC would be substantially injured by Optionee disclosing to others, or by Optionee using for his own benefit, any Intellectual Property or any other Confidential Information he has obtained or shall obtain from ATC or any of its subsidiaries, or which he may now possess and which he has made available to ATC or any of its subsidiaries, Optionee agrees that during the Restricted Period: (a) Neither he Except as provided in this Article VI, Tenant covenants and agrees that whether voluntarily, involuntarily, by operation of law or otherwise neither this Lease nor the term and estate hereby granted, nor any member of his Immediate Family interest herein or therein, will be interestedassigned, directly mortgaged, pledged, encumbered or indirectly, as an investor otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other Entitythan Tenant, business or enterprise within for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the Covered Territorylike) in whole or in part, which or be offered or advertised for assignment or subletting. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is engaged in any Proscribed Activity (except as an investor in securities (i) issued by ATC relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of its subsidiaries Basic Rent, Escalation Charges or other charges due under this Lease; and/or (iiy) listed a third party undertakes or is granted the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article VI. Unless the stock or partnership interest (or other evidence of the ownership of Tenant) is registered and publicly traded on an exchange regulated by the United States Securities and Exchange Commission, the provisions of this paragraph (a) shall apply to a national securities exchange transfer (by one or actively traded more transfers over the counter so long as such investments are in amounts not significant as compared to his total investments and do not exceed Term of this Lease) of fifty one percent (151%) or more of the outstanding securities stock or partnership interests or other evidences of the issuer ownership of the same class or issue); andTenant as if such transfer were a prohibited assignment of this Lease. (b) Other than The provisions of paragraph (a) shall not apply to assignments or subleases of this Lease arising from or in connection with his serving as either: transactions with an employee of ATC and its subsidiaries, he will not, directly entity into or indirectly, for his own account or as employee, officer, director, partner, trustee, principal, member, joint venturer, agent, adviser, consultant or otherwise, engage within the Covered Territory, in any phase of any Proscribed Activity. Optionee further agrees that during the Restricted Period, he will not, directly or indirectly, solicit business for a Proscribed Activity from any Person, business or enterprise which is, or proposes to be, a customer of ATC or any of its subsidiaries or any of their respective successors or assigns, or from any Person, business or enterprise with which ATC Tenant is merged or any of its subsidiaries or any of their respective successors or assigns is negotiating or holding discussion consolidated, or to which it substantially all of Tenant’s assets are transferred; or transactions with any entity which controls or is controlled by Tenant or is under common control with Tenant; provided that in either such event: (i) the successor to Tenant or sublessee has made a proposal net worth computed in accordance with generally accepted accounting principles consistently applied at least equal to the time greater of (1) the net worth of Tenant (together with that of any guarantor(s)) immediately prior to such merger, consolidation or transfer, or (2) the net worth of Tenant (together with that of any guarantor(s)) herein named on the date of this Lease, (ii) proof satisfactory to Landlord of such termination, induce net worth shall have been delivered to Landlord at least 10 days prior to the effective date of any such Persontransaction, business and (iii) the assignee or enterprise not sublessee agrees directly with Landlord, by written instrument in form satisfactory to undertakeLandlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting. (c) If, in violation of this Article 6, this Lease be assigned, or to curtail or cancel business with ATC if the Premises or any part thereof be sublet or occupied by anyone other than Tenant and there is an Default of its subsidiaries Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy, collection or modification of any provisions of their respective successors or assigns, induce or attempt to induce any employee of ATC or any of its subsidiaries or any of their respective successors or assigns to terminate his employment therewith, or intentionally divulge or utilize for the direct or indirect benefit (financial or other) of himself or any other Person, business or enterprise, any Intellectual Property or any Confidential Information he has obtained as an employee and/or stockholder of ATC or any of its subsidiaries. This Agreement this Lease shall be deemed to consist a waiver of a series of separate covenants, one for each line of business carried on by ATC and its subsidiaries and each region included within the geographic areas referred to in this Section. Optionee and ATC are of the belief that the Restricted Period, the Proscribed Activity and the Covered Territory herein specified are reasonable, in light of the circumstances as they exist on the date upon which this Agreement has been executed, including without limitation the nature of the business in which ATC and its subsidiaries are engaged and proposes to engage, the state of their product development and Optionee’s knowledge of such business and his prior affiliations with and interest in ATC. However, if such period, activity or area should be adjudged unreasonable in any Legal Action, whether at law or in equity, then the Restricted Period shall be reduced by such period of time, the Proscribed Activity shall be reduced by such activitiescovenant, or the Covered Territory acceptance of the assignee, subtenant or occupant as a tenant or a release of Tenant from the further performance of covenants on the part of Tenant to be performed hereunder. Any consent by Landlord to a particular subletting or occupancy shall not in any way diminish the prohibition stated in paragraph (a) of this Section 6.1 or the continuing liability of the original named Tenant. No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor No such assignment, subletting, or occupancy shall affect or be contrary to Permitted Uses. Any consent by Landlord to a particular assignment, subletting or occupancy shall be reduced by revocable, and any assignment, subletting or occupancy shall be void ab initio, if the same shall fail to require that such areaassignee, subtenant or any combination thereof, as are deemed unreasonable, so that this covenant may be enforced in such area, with respect to such activities and during such period of time as is adjudged occupant agree therein to be reasonableindependently bound by and upon all of the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be kept and performed.

Restriction. ATC through its subsidiaries intends Tenant shall not have the right to continue and expand assign this Lease or to sublet the business heretofore conducted Premises, in whole or in part, whether voluntarily or by it and them and it and in connection therewith ATC and its subsidiaries have invested and may in operation of law, without the future prior written consent of Landlord, which consent shall not be required to invest substantial sums of moneyunreasonably withheld, directly or indirectly, and as Optionee recognizes that ATC would be substantially injured by Optionee disclosing to othersconditioned, or by Optionee using delayed. It shall not be unreasonable for his own benefit, any Intellectual Property or any other Confidential Information he has obtained or shall obtain from ATC or any of its subsidiaries, or which he may now possess and which he has made available the Landlord to ATC or any of its subsidiaries, Optionee agrees that during the Restricted Period: (a) Neither he nor any member of his Immediate Family will be interested, directly or indirectly, as an investor in any other Entity, business or enterprise within the Covered Territory, which is engaged in any Proscribed Activity (except as an investor in securities withhold consent if: (i) issued it is not assured that substantially the same type, class, nature and quality of business, prestige, reputation, and financial soundness of ownership and management, is maintained by ATC or any of its subsidiaries or the proposed assignee/sub-tenant; (ii) listed on a national securities exchange or actively traded over occupancy by the counter so long as such investments are in amounts not significant as compared to his total investments and do not exceed one percent (1%) proposed assignee/sub-tenant would violate the terms of the outstanding securities Lease, cause the Landlord to be in breach of any restrictive covenant relative to the Building or other leases, or increase the costs of operation for the Building; (iii) the Landlord’s Lender (described below) withholds its consent or Landlord’s granting consent would be a breach of the issuer Deed of Trust (described below); (iv) any guarantor of the same class Lease fails or issue)refuses to acknowledge its consent to the assignment/sublease and the continuing nature of its guaranty obligations; and or (bv) Other than in connection Tenant fails to provide Landlord with his serving as an employee a copy of ATC and its subsidiariesthe proposed assignment/sublease. All public advertisements of the assignment of the Lease or sublet of the Premises, he will notor any portion thereof, directly shall be subject to prior written approval by Landlord, such approval not to be unreasonably withheld or indirectlydelayed. Said public advertisement shall include, for his own account but not be limited to, the placement or as employee, officer, director, partner, trustee, principal, member, joint venturer, agent, adviser, consultant or otherwise, engage within the Covered Territory, in any phase display of any Proscribed Activity. Optionee further agrees that during signs or lettering on the Restricted Period, he will not, directly exterior of the Premises or indirectly, solicit business for a Proscribed Activity from any Person, business or enterprise which is, or proposes to be, a customer of ATC on the glass or any window or door of the Premises or in the interior of the Premises if it is visible from the exterior. If Landlord unreasonably withholds its subsidiaries or any consent, Tenant’s sole and exclusive remedy is specific performance and under no circumstances will Landlord be liable for damages. If Tenant is other than an individual, then the passage of their respective successors or assigns, or from any Person, business or enterprise with which ATC or any of its subsidiaries or any of their respective successors or assigns is negotiating or holding discussion or majority interest in Tenant to which it has made a proposal at the time of such termination, induce any such Person, business or enterprise not to undertake, or to curtail or cancel business with ATC or any of its subsidiaries or any of their respective successors or assigns, induce or attempt to induce any employee of ATC or any of its subsidiaries or any of their respective successors or assigns to terminate his employment therewith, or intentionally divulge or utilize for the direct or indirect benefit (financial or other) of himself or any parties other Person, business or enterprise, any Intellectual Property or any Confidential Information he has obtained as an employee and/or stockholder of ATC or any of its subsidiaries. This Agreement than those who presently own those interests shall be deemed to consist an assignment of this Lease except that if a majority in interest of Tenant passes as a result of a series debt or equity financing of separate covenantsthe Company. In no event shall this Lease be assignable by operation of any law . Tenant’s rights under this Lease may not become, one for each line of business carried on and shall not be listed by ATC and its subsidiaries and each region included within the geographic areas referred to Tenant as an asset under any bankruptcy, insolvency or reorganization proceedings. Notwithstanding anything in this Section. Optionee and ATC are Lease to the contrary, a breach of the belief that the Restricted Period, the Proscribed Activity restrictions of this Section shall automatically be an Event of Default and the Covered Territory herein specified are reasonable, in light of the circumstances as they exist on the date upon which this Agreement has been executed, including without limitation the nature of the business in which ATC and its subsidiaries are engaged and proposes Tenant shall have no right to engage, the state of their product development and Optionee’s knowledge of such business and his prior affiliations with and interest in ATC. However, if such period, activity or area should be adjudged unreasonable in any Legal Action, whether at law or in equity, then the Restricted Period shall be reduced by such period of time, the Proscribed Activity shall be reduced by such activitiesnotice of, or the Covered Territory shall be reduced by such arearight to cure, or any combination thereof, as are deemed unreasonable, so that this covenant may be enforced in such area, with respect to such activities and during such period of time as is adjudged to be reasonabledefault.

Restriction. ATC through its subsidiaries intends to continue and expand the business heretofore conducted by it and them and it and in connection therewith ATC and its subsidiaries have The Company has invested and may in the future be required to invest substantial sums of money, directly or indirectly, to continue and expand the business heretofore conducted by its Operating Affiliates (as defined below) and in connection therewith, and as Optionee Executive recognizes that ATC the Company would be substantially injured by Optionee Executive disclosing to others, or by Optionee Executive using for his own benefit, any Intellectual Property or any of the other Confidential Information types of information referred to in Section 8 or other confidential or secret information he has obtained or shall obtain from ATC or any as an employee of its subsidiariesthe Company, or which he may now possess and which he has made available to ATC or any of its subsidiariesthe Company, Optionee Executive agrees that during the Restricted Periodperiod of his employment hereunder and for a period ending twelve (12) months after the termination of his employment by the Company for any reason: (a) Neither he nor any member of his Immediate Family family will be interested, directly or indirectly, as an investor in any other Entity, business or enterprise within similar to, or in competition with, the Covered Territory, which is engaged in business conducted or operated by any Proscribed Activity of the Operating Affiliates of the Company (except as an investor in securities (i) issued by ATC or any of its subsidiaries or (ii) listed on a national securities exchange or actively traded over the counter so long as such investments are in amounts not significant as compared to his total investments and do not exceed one percent (1%) or to the aggregate of the outstanding securities of the issuer of the same class or issue); and (b) Other than in connection with his serving as an employee of ATC and its subsidiaries, he He will not, directly or indirectly, for his own account or as employee, officer, director, partner, trustee, principal, member, joint venturer, agent, adviser, consultant venturer or otherwise, engage within the Covered Territory, in any phase of the business conducted or operated by any Proscribed Activityof the Operating Affiliates of the Company or otherwise compete with any of the Operating Affiliates of the Company in any business in which any such Operating Affiliate is engaged. Optionee further agrees As used herein, the "Operating Affiliate" of the Company shall mean any operating entity (other than a holding company or family office) that during controls, is controlled by, or is under common control with the Restricted PeriodCompany. As used in this definition, he will notthe term "control" shall mean the possession, directly or indirectly, solicit business for a Proscribed Activity from any Person, business or enterprise which is, or proposes of the power to be, a customer of ATC or any of its subsidiaries or any of their respective successors or assigns, or from any Person, business or enterprise with which ATC or any of its subsidiaries or any of their respective successors or assigns is negotiating or holding discussion or to which it has made a proposal at the time of such termination, induce any such Person, business or enterprise not to undertake, or to curtail or cancel business with ATC or any of its subsidiaries or any of their respective successors or assigns, induce or attempt to induce any employee of ATC or any of its subsidiaries or any of their respective successors or assigns to terminate his employment therewith, or intentionally divulge or utilize for the direct or indirect benefit (financial cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or other) of himself or any other Person, business or enterprise, any Intellectual Property or any Confidential Information he has obtained as an employee and/or stockholder of ATC or any of its subsidiariesotherwise. This Agreement shall be deemed to consist of a series of separate covenants, one for each line of business carried on by ATC Executive and its subsidiaries and each region included within the geographic areas referred to in this Section. Optionee and ATC Company are of the belief that the Restricted Period, the Proscribed Activity period of time and the Covered Territory area herein specified are reasonable, in light view of the circumstances as they exist on the date upon which this Agreement has been executed, including without limitation the nature of the business businesses in which ATC and its subsidiaries are the Company is engaged and proposes to engage, the state of their product development and OptioneeExecutive’s knowledge of such business and his prior affiliations with and interest in ATCthese businesses. However, if such period, activity period or such area should be adjudged unreasonable in any Legal Action, whether at law or in equityjudicial proceeding, then the Restricted Period period of time shall be reduced by such period number of time, the Proscribed Activity months or such area shall be reduced by elimination of such activities, or the Covered Territory shall be reduced by portion of such area, or any combination thereofboth, as are deemed unreasonable, so that this covenant may be enforced in such area, with respect to such activities area and during such period of time as is adjudged to be reasonable.

Restriction. ATC through its subsidiaries ATSI intends to continue and expand the business ---------- ----------- heretofore conducted by it Gearco and them and it ATSI and in connection therewith ATC ATSI has invested, and its subsidiaries have invested and may ATSI will in the future be required to invest invest, substantial sums of money, directly or indirectly, and as Optionee Gearon recognizes that ATC ATSI, would be substantially injured by Optionee Gearon disclosing to others, or by Optionee Gearon using for his own benefit, any Intellectual Property or any other Confidential Information he has obtained or shall obtain from ATC or any as an employee of its subsidiariesATSI, or which he may now possess and which he has made available to ATC or any of its subsidiariesATSI, Optionee Gearon agrees that during the Restricted Period: (a) Neither he nor any member of his Immediate Family will be interested, directly or indirectly, as an investor in any other Entity, business or enterprise enterprise, other than American Tower Systems Corporation, the parent of ATSI, and its Subsidiaries, which does business or operates within the Covered Territory, Territory which is engaged in any Proscribed Activity (except as an investor in securities (i) issued by ATC or any of its subsidiaries or (ii) listed on a national securities exchange or actively traded over the counter so long as such investments are in amounts not significant as compared to his total investments and do not exceed one percent (1%) of the outstanding securities of the issuer of the same class or issue); and (b) Other than in connection with his serving as an employee of ATC and its subsidiaries, he He will not, directly or indirectly, for his own account or as employee, officer, director, partner, trustee, principal, member, joint venturer, agent, adviser, consultant or otherwise, engage within or with respect to the Covered Territory, in any phase of any Proscribed Activity. Optionee Gearon further agrees that during the Restricted Period, he will not, directly or indirectly, (i) solicit business within the Covered Territory, other than on behalf of ATSI, its Affiliates or any of their respective successors or assigns, for a Proscribed Activity from any Person, business or enterprise which is, or proposes to be, a customer of ATC or any of ATSI, its subsidiaries Affiliates or any of their respective successors or assigns, or from any Person, business or enterprise with which ATC or any of ATSI, its subsidiaries Affiliates or any of their respective successors or assigns is negotiating or holding discussion or to which it has made a proposal at the time of such terminationproposal, (ii) induce any such Person, business or enterprise not to undertake, or to curtail or cancel cancel, business with ATC or any of ATSI, its subsidiaries Affiliates or any of their respective successors or assigns, (iii) induce or attempt to induce any employee of ATC or any of ATSI, its subsidiaries Affiliates or any of their respective successors or assigns to terminate his or her employment therewith, or intentionally (iv) divulge or utilize for the direct or indirect benefit (financial or other) of himself or any other Person, business or enterprise, other than ATSI, its Affiliates or any of their respective successors or assigns, any Intellectual Property or any other Confidential Information he has obtained or shall obtain as an employee and/or stockholder of ATC ATSI, or any of its subsidiarieswhich he may now possess and which he has made available to ATSI. This Agreement shall be deemed to consist of a series of separate covenants, one for each line of business carried on by ATC and its subsidiaries ATSI and each region included within the geographic areas referred to in this Section. Optionee Gearon and ATC ATSI are of the belief that the Restricted Period, the Proscribed Activity and the Covered Territory herein specified are reasonable, in light of the circumstances as they exist on the date upon which this Agreement has been executed, including without limitation the nature of the business in which ATC and its subsidiaries are ATSI is engaged and proposes to engage, the state of their its product development and Optionee’s Gearon's knowledge of such business and his prior affiliations with and interest in ATCATSI. However, if such period, activity or area should be adjudged unreasonable in any Legal Action, whether at law or in equity, then the Restricted Period shall be reduced by such period of time, the Proscribed Activity shall be reduced by such activities, or the Covered Territory shall be reduced by such area, or any combination thereof, as are deemed unreasonable, so that this covenant may be enforced in such area, with respect to such activities and during such period of time as is adjudged to be reasonable.

Restriction. ATC through its subsidiaries intends to continue and expand the business heretofore conducted by it and them and it and in connection therewith ATC and its subsidiaries have The Company has invested and may in the future be required to invest substantial sums of money, directly or indirectly, to continue and expand the business heretofore conducted by it and in connection therewith, and as Optionee Employee recognizes that ATC the Company would be substantially injured by Optionee Employee disclosing to others, or by Optionee Employee using for his own benefit, any Intellectual Property or any of the other Confidential Information types of information referred to in Section 8 or other confidential or secret information he has obtained or shall obtain from ATC or any as an employee of its subsidiariesthe Company, or which he may now possess and which he has made available to ATC or any of its subsidiariesthe Company, Optionee Employee agrees that during the Restricted Periodperiod of his employment hereunder and for a period ending two (2) years after the term of this Agreement: (a) Neither he nor any member of his Immediate Family family will be interested, directly or indirectly, as an investor in any other Entity, business or enterprise within in the Covered TerritoryUnited States or Canada or any other location where we sell, which is engaged similar to that of the Company or in any Proscribed Activity competition with the Company (except as an investor in securities (i) issued by ATC or any of its subsidiaries or (ii) listed on a national securities exchange or actively traded over the counter so long as such investments are in amounts not significant more than 1% as compared to his total investments and do not exceed one percent (1%) or to the aggregate of the outstanding securities of the issuer of the same class or issue); and (b) Other than in connection with his serving as an employee of ATC and its subsidiaries, he He will not, directly or indirectly, for his own account or as employee, officer, director, partner, trustee, principal, member, joint venturer, agent, adviser, consultant venturer or otherwise, engage within the Covered TerritoryUnited States or elsewhere, in any phase of any Proscribed Activity. Optionee further agrees that during the Restricted Period, he will not, directly business of providing surface modification services to the medical device and semiconductor industries or indirectly, solicit business for a Proscribed Activity from any Person, business or enterprise which is, or proposes to be, a customer the development and/or manufacturing of ATC or any of its subsidiaries or any of their respective successors or assigns, or from any Person, business or enterprise with which ATC or any of its subsidiaries or any of their respective successors or assigns is negotiating or holding discussion or to which it has made a proposal at the time of such termination, induce any such Person, business or enterprise not to undertake, or to curtail or cancel business with ATC or any of its subsidiaries or any of their respective successors or assigns, induce or attempt to induce any employee of ATC or any of its subsidiaries or any of their respective successors or assigns to terminate his employment therewith, or intentionally divulge or utilize for the direct or indirect benefit (financial or other) of himself explosives detection equipment or any other Person, business the Company ins engaged in during employment or enterprise, any Intellectual Property or any Confidential Information he has obtained as an employee and/or stockholder contemplating entering at time of ATC or any termination of its subsidiaries. This Agreement shall be deemed to consist of a series of separate covenants, one for each line of business carried on by ATC employment.. Employee and its subsidiaries and each region included within the geographic areas referred to in this Section. Optionee and ATC Company are of the belief that the Restricted Period, the Proscribed Activity period of time and the Covered Territory area herein specified are reasonable, in light view of the circumstances as they exist on the date upon which this Agreement has been executed, including without limitation the nature of the business in which ATC and its subsidiaries are the Company is engaged and proposes to engage, the state of their its product development and OptioneeEmployee’s knowledge of such business and his prior affiliations with and interest in ATCthis business. However, if such period, activity period or such area should be adjudged unreasonable in any Legal Action, whether at law or in equityjudicial proceeding, then the Restricted Period period of time shall be reduced by such period number of time, the Proscribed Activity months or such area shall be reduced by elimination of such activities, or the Covered Territory shall be reduced by portion of such area, or any combination thereofboth, as are deemed unreasonable, so that this covenant may be enforced in such area, with respect to such activities area and during such period of time as is adjudged to be reasonable.

Restriction. ATC through its subsidiaries intends to continue and expand the business heretofore conducted by it and them and it and in connection therewith ATC and its subsidiaries have invested and may in the future be required to invest substantial sums of money, directly or indirectly, and as Optionee recognizes that ATC would be substantially injured by Optionee disclosing to others, or by Optionee using for his own benefit, any Intellectual Property or any other Confidential Information he has obtained or shall obtain from ATC or any of its subsidiaries, or which he may now possess and which he has made available to ATC or any of its subsidiaries, Optionee agrees that during the Restricted Period: (a) Neither he Except as provided in this Article VI, Tenant covenants and agrees that whether voluntarily, involuntarily, by operation of law or otherwise neither this Lease nor the term and estate hereby granted, nor any member of his Immediate Family interest herein or therein, will be interestedassigned, directly mortgaged, pledged, encumbered or indirectly, as an investor otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other Entitythan Tenant, business or enterprise within for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the Covered Territorylike) in whole or in part, which or be offered or advertised for assignment or subletting. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is engaged in any Proscribed Activity (except as an investor in securities (i) issued by ATC relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of its subsidiaries Basic Rent, Escalation Charges or other charges due under this Lease; and/or (iiy) listed a third party undertakes or is granted the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article VI. Unless the stock or partnership interest (or other evidence of the ownership of Tenant) is registered and publicly traded on an exchange regulated by the United States Securities and Exchange Commission, the provisions of this paragraph (a) shall apply to a national securities exchange transfer (by one or actively traded more transfers over the counter so long as such investments are in amounts not significant as compared to his total investments and do not exceed one Term of this Lease) of thirty percent (130%) or more of the outstanding securities stock or partnership interests or other evidences of the issuer ownership of the same class or issue); andTenant as if such transfer were a prohibited assignment of this Lease. (b) Other than in connection The provisions of paragraph (a) shall not apply to either: transactions with his serving as an employee of ATC and its subsidiaries, he will not, directly entity into or indirectly, for his own account or as employee, officer, director, partner, trustee, principal, member, joint venturer, agent, adviser, consultant or otherwise, engage within the Covered Territory, in any phase of any Proscribed Activity. Optionee further agrees that during the Restricted Period, he will not, directly or indirectly, solicit business for a Proscribed Activity from any Person, business or enterprise which is, or proposes to be, a customer of ATC or any of its subsidiaries or any of their respective successors or assigns, or from any Person, business or enterprise with which ATC Tenant is merged or any of its subsidiaries or any of their respective successors or assigns is negotiating or holding discussion consolidated, or to which it has made substantially all of Tenant’s assets are transferred; or transactions with any entity (a proposal “Tenant Affiliate”) which controls or is controlled by Tenant or is under common control with Tenant; provided that in either such event, at the time of such terminationtransaction there exists no Default of Tenant hereunder and: (i) if the successor to Tenant is not a Tenant Affiliate, induce any such Personthen as of the date immediately preceding the date of the transfer, business or enterprise not the financial strength of (1) the successor to undertakeTenant, or to curtail or cancel business with ATC or any (2) the purchaser of its subsidiaries or any substantially all of their respective successors or assignsthe assets of Tenant, induce or attempt to induce any employee is not less than that of ATC or any Tenant as determined (x) based on credit ratings of its subsidiaries or any of their respective successors or assigns to terminate his employment therewithsuch entity and Tenant by both ▇▇▇▇▇’▇ and Standard & Poor’s, or intentionally divulge (y) if such credit ratings do not exist, then in accordance with ▇▇▇▇▇’▇ KMV RiskCalc; and (ii) written notice of such transfer (which shall include evidence reasonably satisfactory to Landlord of such financial strength, it being agreed that a copy of the transferee’s most recently available annual financial statement certified by the chief financial officer of the transferee, whether or utilize for the direct or indirect benefit (financial or other) of himself or any other Personnot audited, business or enterprise, any Intellectual Property or any Confidential Information he has obtained as an employee and/or stockholder of ATC or any of its subsidiaries. This Agreement shall be deemed evidence reasonably satisfactory to consist Landlord) shall have been delivered to Landlord at least fifteen (15) business days prior to the effective date of a series any such transaction, and (iii) the assignee agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the obligations of separate covenantsTenant hereunder including, one for each line of business carried on by ATC and its subsidiaries and each region included within the geographic areas referred to in this Section. Optionee and ATC are of the belief that the Restricted Periodwithout limitation, the Proscribed Activity covenant against further assignment and the Covered Territory herein specified are reasonablesubletting. (c) If, in light violation of this Article 6, this Lease be assigned, or if the circumstances as they exist on Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the date upon which assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy, collection or modification of any provisions of this Agreement has been executed, including without limitation the nature of the business in which ATC and its subsidiaries are engaged and proposes to engage, the state of their product development and Optionee’s knowledge of such business and his prior affiliations with and interest in ATC. However, if such period, activity or area should be adjudged unreasonable in any Legal Action, whether at law or in equity, then the Restricted Period Lease shall be reduced by such period deemed a waiver of time, the Proscribed Activity shall be reduced by such activitiesthis covenant, or the Covered Territory acceptance of the assignee, subtenant or occupant as a tenant or a release of Tenant from the further performance of covenants on the part of Tenant to be performed hereunder. Any consent by Landlord to a particular subletting or occupancy shall not in any way diminish the prohibition stated in paragraph (a) of this Section 6.1 or the continuing liability of the original named Tenant. No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor. No such assignment, subletting, or occupancy shall affect or be contrary to Permitted Uses. Any consent by Landlord to a particular assignment, subletting or occupancy shall be reduced by revocable, and any assignment, subletting or occupancy shall be void ab initio, if the same shall fail to require that such areaassignee, subtenant or any combination thereof, as are deemed unreasonable, so that this covenant may be enforced in such area, with respect to such activities and during such period of time as is adjudged occupant agree therein to be reasonableindependently bound by and upon all of the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be kept and performed.

Restriction. ATC through its subsidiaries intends to continue and expand the business heretofore conducted by it and them and it and in connection therewith ATC and its subsidiaries have invested and may in the future be required to invest substantial sums of money, directly or indirectly, and as Optionee recognizes that ATC would be substantially injured by Optionee disclosing to others, or by Optionee using for his own benefit, any Intellectual Property or any other Confidential Information he has obtained or shall obtain from ATC or any of its subsidiaries, or which he may now possess and which he has made available to ATC or any of its subsidiaries, Optionee agrees that during the Restricted Period: (a) Neither he Except as provided in this Article VI, Tenant covenants and agrees that whether voluntarily, involuntarily, by operation of law or otherwise neither this Lease nor the term and estate hereby granted, nor any member of his Immediate Family interest herein or therein, will be interestedassigned, directly mortgaged, pledged, encumbered or indirectly, as an investor otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other Entitythan Tenant, business or enterprise within for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the Covered Territorylike) in whole or in part, which or be offered or advertised for assignment or subletting. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is engaged in any Proscribed Activity (except as an investor in securities (i) issued by ATC relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of its subsidiaries Basic Rent, Escalation Charges or other charges due under this Lease; and/or (iiy) listed on a national securities exchange third party undertakes or actively traded over is granted the counter so long as such investments are in amounts not significant as compared right to his total investments assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and do not exceed subject to the provisions of this Article VI. The provisions of this paragraph (a) shall apply to a transfer (by one percent (1%or more transfers) of the outstanding securities a majority of the issuer stock or partnership interests or other evidences of the same class or issue); andownership of Tenant as if such transfer were an assignment of this Lease. (b) Other than in connection The provisions of paragraph (a) shall not apply to, and ▇▇▇▇▇▇▇▇’s consent shall not be required for, either: transactions with his serving as an employee of ATC and its subsidiaries, he will not, directly entity into or indirectly, for his own account or as employee, officer, director, partner, trustee, principal, member, joint venturer, agent, adviser, consultant or otherwise, engage within the Covered Territory, in any phase of any Proscribed Activity. Optionee further agrees that during the Restricted Period, he will not, directly or indirectly, solicit business for a Proscribed Activity from any Person, business or enterprise which is, or proposes to be, a customer of ATC or any of its subsidiaries or any of their respective successors or assigns, or from any Person, business or enterprise with which ATC Tenant is merged or any of its subsidiaries or any of their respective successors or assigns is negotiating or holding discussion consolidated, or to which it substantially all of Tenant’s assets are transferred; or transactions with any entity which controls or is controlled by Tenant or is under common control with Tenant; provided that in either such event: (i) the successor to ▇▇▇▇▇▇ has made a proposal tangible net worth computed in accordance with generally accepted accounting principles consistently applied at least equal to the time greater of (1) the tangible net worth of Tenant immediately prior to such merger, consolidation or transfer, or (2) the tangible net worth of Tenant herein named on the date of this Lease, (ii) proof satisfactory to Landlord of such termination, induce net worth shall have been delivered to Landlord at least 10 Business Days prior to the effective date of any such Persontransaction, business or enterprise not and (iii) the assignee agrees directly with ▇▇▇▇▇▇▇▇, by written instrument in form satisfactory to undertakeLandlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting. (c) If this Lease be assigned, or to curtail or cancel business with ATC if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, in violation of its subsidiaries this Article 6, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy, collection or modification of any provisions of their respective successors or assigns, induce or attempt to induce any employee of ATC or any of its subsidiaries or any of their respective successors or assigns to terminate his employment therewith, or intentionally divulge or utilize for the direct or indirect benefit (financial or other) of himself or any other Person, business or enterprise, any Intellectual Property or any Confidential Information he has obtained as an employee and/or stockholder of ATC or any of its subsidiaries. This Agreement this Lease shall be deemed to consist a waiver of a series of separate covenants, one for each line of business carried on by ATC and its subsidiaries and each region included within the geographic areas referred to in this Section. Optionee and ATC are of the belief that the Restricted Period, the Proscribed Activity and the Covered Territory herein specified are reasonable, in light of the circumstances as they exist on the date upon which this Agreement has been executed, including without limitation the nature of the business in which ATC and its subsidiaries are engaged and proposes to engage, the state of their product development and Optionee’s knowledge of such business and his prior affiliations with and interest in ATC. However, if such period, activity or area should be adjudged unreasonable in any Legal Action, whether at law or in equity, then the Restricted Period shall be reduced by such period of time, the Proscribed Activity shall be reduced by such activitiescovenant, or the Covered Territory acceptance of the assignee, subtenant or occupant as a tenant or a release of Tenant from the further performance of covenants on the part of Tenant to be performed hereunder. Any consent by Landlord to a particular subletting or occupancy shall not in any way diminish the prohibition stated in paragraph (a) of this Section 6.1 or the continuing liability of the original named Tenant. No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder and ▇▇▇▇▇▇ shall remain fully and primarily liable therefor. No such assignment, subletting, or occupancy shall affect or be contrary to Permitted Uses. Any consent by Landlord to a particular assignment, subletting or occupancy shall be reduced by revocable, and any assignment, subletting or occupancy shall be void ab initio, if the same shall fail to require that such areaassignee, subtenant or any combination thereof, as are deemed unreasonable, so that this covenant may be enforced in such area, with respect to such activities and during such period of time as is adjudged occupant agree therein to be reasonableindependently bound by and upon all of the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be kept and performed.

Restriction. ATC through its subsidiaries intends to continue and expand the business heretofore conducted by it and them and it and in connection therewith ATC and its subsidiaries have invested and may So long as any Note or Coupon remains outstanding (as defined in the future be required Trust Deed) the Issuer will not nor will it permit any Significant Subsidiary (as defined below) to invest substantial sums create, assume, incur or suffer to exist any mortgage, pledge, lien, encumbrance, charge or security interest of moneyany kind (each a “Lien”) on any stock or indebtedness, directly whether owned on the date of the Trust Deed or indirectlythereafter acquired, and of any Significant Subsidiary to secure any Obligation (as Optionee recognizes that ATC would be substantially injured by Optionee disclosing to others, or by Optionee using for his own benefitdefined below) of the Issuer (other than the Notes), any Intellectual Property Significant Subsidiary or any other Confidential Information he has obtained person, unless, at the same time or shall obtain prior thereto, the Issuer’s obligations under the Notes and the Coupons and the Trust Deed (aa) are secured equally and rateably therewith or benefit from ATC a guarantee or any indemnity in substantially identical terms thereto, as the case may be, in each case to the satisfaction of its subsidiariesthe Trustee, or which he may now possess and which he has made available (bb) have the benefit of such other security, guarantee, indemnity or other arrangement as the Trustee in its absolute discretion shall deem to ATC be not materially less beneficial to the Noteholders or any as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of its subsidiariesthe Noteholders, Optionee agrees provided that during the Restricted Periodthese restrictions do not apply to: (a) Neither he nor any member of his Immediate Family will be interested, directly or indirectly, as an investor in any other Entity, business or enterprise within the Covered Territory, which is engaged in any Proscribed Activity (except as an investor in securities (i) issued by ATC any Lien upon stock or any indebtedness of its subsidiaries or a Significant Subsidiary existing at the date of the Trust Deed; (ii) listed on any Lien upon stock or indebtedness of any corporation existing at the time it becomes a national securities exchange Significant Subsidiary; (iii) any Lien existing or actively traded over created upon stock or indebtedness of a Significant Subsidiary at the counter so long as such investments are in amounts not significant as compared to his total investments and do not exceed one percent (1%) time of the outstanding securities acquisition of the issuer of the same class such stock or issue)indebtedness; and (biv) Other than in connection with his serving as an employee of ATC and its subsidiariesany extensions, he will notrenewals or replacement (or successive extensions, directly renewals or indirectly, for his own account or as employee, officer, director, partner, trustee, principal, member, joint venturer, agent, adviser, consultant or otherwise, engage within the Covered Territoryreplacements), in any phase whole or in part, of any Proscribed Activity. Optionee further agrees Lien referred to above, provided that during the Restricted Period, he will not, directly or indirectly, solicit business for a Proscribed Activity from any Person, business or enterprise which is, or proposes to be, a customer principal amount of ATC or any the Obligation secured thereby shall not exceed the principal amount of its subsidiaries or any of their respective successors or assigns, or from any Person, business or enterprise with which ATC or any of its subsidiaries or any of their respective successors or assigns is negotiating or holding discussion or to which it has made a proposal the Obligation so secured at the time of such terminationextension, induce any renewal or replacement, and provided further, that such Person, business Lien be limited to all or enterprise not to undertake, or to curtail or cancel business with ATC or any of its subsidiaries or any of their respective successors or assigns, induce or attempt to induce any employee of ATC or any of its subsidiaries or any of their respective successors or assigns to terminate his employment therewith, or intentionally divulge or utilize for the direct or indirect benefit (financial or other) of himself or any other Person, business or enterprise, any Intellectual Property or any Confidential Information he has obtained as an employee and/or stockholder of ATC or any of its subsidiaries. This Agreement shall be deemed to consist of a series of separate covenants, one for each line of business carried on by ATC and its subsidiaries and each region included within the geographic areas referred to in this Section. Optionee and ATC are such part of the belief that stock or indebtedness which secured the Restricted PeriodLien so extended, the Proscribed Activity and the Covered Territory herein specified are reasonable, in light of the circumstances as they exist on the date upon which this Agreement has been executed, including without limitation the nature of the business in which ATC and its subsidiaries are engaged and proposes to engage, the state of their product development and Optionee’s knowledge of such business and his prior affiliations with and interest in ATC. However, if such period, activity renewed or area should be adjudged unreasonable in any Legal Action, whether at law or in equity, then the Restricted Period shall be reduced by such period of time, the Proscribed Activity shall be reduced by such activities, or the Covered Territory shall be reduced by such area, or any combination thereof, as are deemed unreasonable, so that this covenant may be enforced in such area, with respect to such activities and during such period of time as is adjudged to be reasonablereplaced.

Restriction. ATC through its subsidiaries intends to continue and expand the business heretofore conducted by it and them and it and in connection therewith ATC and its subsidiaries have invested and may in the future be required to invest substantial sums of money, directly or indirectly, and as Optionee Gearon recognizes that ATC would be substantially injured by Optionee Gearon disclosing to others, or by Optionee Gearon using for his own benefit, any Intellectual Property or any other Confidential Information he has obtained or shall obtain from ATC or any of its subsidiaries, or which he may now possess and which he has made available to ATC or any of its subsidiaries, Optionee Gearon agrees that during the Restricted Period: (a) Neither he nor any member of his Immediate Family will be interested, directly or indirectly, as an investor in any other Entity (including without limitation either Gearon Entity), business or enterprise within the Covered Territory, which is engaged in any Proscribed Activity (except as an investor in securities (i) issued by ATC or any of its subsidiaries or (ii) listed on a national securities exchange or actively traded over the counter so long as such investments are in amounts not significant as compared to his total investments and do not exceed one percent (1%) of the outstanding securities of the issuer of the same class or issue); and (b) Other than in connection with his serving as an employee officer and/or director of ATC and its subsidiaries, he will not, directly or indirectly, for his own account or as employee, officer, director, partner, trustee, principal, member, joint venturer, agent, adviser, consultant or otherwise, engage within the Covered Territory, in any phase of any Proscribed Activity. Optionee Gearon further agrees that during the Restricted Period, he will not, directly or indirectly, solicit business for a Proscribed Activity from any Person, business or enterprise which is, or proposes to be, a customer of ATC or any of its subsidiaries or any of their respective successors or assigns, or from any Person, business or enterprise with which ATC or any of its subsidiaries or any of their respective successors or assigns is negotiating or holding discussion or to which it has made a proposal at the time of such termination, induce any such Person, business or enterprise not to undertake, or to curtail or cancel business with ATC or any of its subsidiaries or any of their respective successors or assigns, induce or attempt to induce any employee of ATC or any of its subsidiaries or any of their respective successors or assigns to terminate his employment therewith, or intentionally divulge or utilize for the direct or indirect benefit (financial or other) of himself or any other Person, business or enterprise, any Intellectual Property or any Confidential Information he has obtained as an employee officer, director and/or stockholder of ATC or any of its subsidiaries. This Agreement shall be deemed to consist of a series of separate covenants, one for each line of business carried on by ATC and its subsidiaries and each region included within the geographic areas referred to in this Section. Optionee Gearon and ATC are of the belief that the Restricted Period, the Proscribed Activity and the Covered Territory herein specified are reasonable, in light of the circumstances as they exist on the date upon which this Agreement has been executed, including without limitation the nature of the business in which ATC and its subsidiaries are engaged and proposes to engage, the state of their product development and Optionee’s Gearon's knowledge of such business and his prior affiliations with and interest in ATC. However, if such period, activity or area should be adjudged unreasonable in any Legal Action, whether at law or in equity, then the Restricted Period shall be reduced by such period of time, the Proscribed Activity shall be reduced by such activities, or the Covered Territory shall be reduced by such area, or any combination thereof, as are deemed unreasonable, so that this covenant may be enforced in such area, with respect to such activities and during such period of time as is adjudged to be reasonable.

Restriction. ATC through its subsidiaries intends to continue and expand the business heretofore conducted by it and them and it and in connection therewith ATC and its subsidiaries have invested and may in the future be required to invest substantial sums of money, directly or indirectly, and as Optionee recognizes that ATC would be substantially injured by Optionee disclosing to others, or by Optionee using for his own benefit, any Intellectual Property or any other Confidential Information he has obtained or shall obtain from ATC or any of its subsidiaries, or which he may now possess and which he has made available to ATC or any of its subsidiaries, Optionee agrees that during the Restricted Period: (a) Neither he Except as provided in this Article VI, Tenant covenants and agrees that whether voluntarily, involuntarily, by operation of law or otherwise neither this Lease nor the term and estate hereby granted, nor any member of his Immediate Family interest herein or therein, will be interestedassigned, directly mortgaged, pledged, encumbered or indirectly, as an investor otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other Entitythan Tenant, business or enterprise within for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the Covered Territorylike) in whole or in part, which or be offered or advertised for assignment or subletting. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is engaged in any Proscribed Activity (except as an investor in securities (i) issued by ATC relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of its subsidiaries Basic Rent, Escalation Charges or other charges due under this Lease; and/or (iiy) listed on a national securities exchange third party undertakes or actively traded over is granted the counter so long as such investments are in amounts not significant as compared right to his total investments assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and do not exceed subject to the provisions of this Article VI. The provisions of this paragraph (a) shall apply to a transfer (by one percent (1%or more transfers) of the outstanding securities a majority of the issuer stock or partnership interests or other evidences of the same class or issue); andownership of Tenant as if such transfer were an assignment of this Lease. (b) Other than in connection The provisions of paragraph (a) shall not apply to, and Landlord’s consent shall not be required for, either: transactions with his serving as an employee of ATC and its subsidiaries, he will not, directly entity into or indirectly, for his own account or as employee, officer, director, partner, trustee, principal, member, joint venturer, agent, adviser, consultant or otherwise, engage within the Covered Territory, in any phase of any Proscribed Activity. Optionee further agrees that during the Restricted Period, he will not, directly or indirectly, solicit business for a Proscribed Activity from any Person, business or enterprise which is, or proposes to be, a customer of ATC or any of its subsidiaries or any of their respective successors or assigns, or from any Person, business or enterprise with which ATC Tenant is merged or any of its subsidiaries or any of their respective successors or assigns is negotiating or holding discussion consolidated, or to which it substantially all of Tenant’s assets are transferred; or transactions with any entity which controls or is controlled by Tenant or is under common control with Tenant; provided that in either such event: (i) the successor to Tenant has made a proposal tangible net worth computed in accordance with generally accepted accounting principles consistently applied at least equal to the time greater of (1) the tangible net worth of Tenant immediately prior to such merger, consolidation or transfer, or (2) the tangible net worth of Tenant herein named on the date of this Lease, (ii) proof satisfactory to Landlord of such termination, induce net worth shall have been delivered to Landlord at least 10 Business Days prior to the effective date of any such Persontransaction, business or enterprise not and (iii) the assignee agrees directly with Landlord, by written instrument in form satisfactory to undertakeLandlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting. (c) If this Lease be assigned, or to curtail or cancel business with ATC if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, in violation of its subsidiaries this Article 6, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy, collection or modification of any provisions of their respective successors or assigns, induce or attempt to induce any employee of ATC or any of its subsidiaries or any of their respective successors or assigns to terminate his employment therewith, or intentionally divulge or utilize for the direct or indirect benefit (financial or other) of himself or any other Person, business or enterprise, any Intellectual Property or any Confidential Information he has obtained as an employee and/or stockholder of ATC or any of its subsidiaries. This Agreement this Lease shall be deemed to consist a waiver of a series of separate covenants, one for each line of business carried on by ATC and its subsidiaries and each region included within the geographic areas referred to in this Section. Optionee and ATC are of the belief that the Restricted Period, the Proscribed Activity and the Covered Territory herein specified are reasonable, in light of the circumstances as they exist on the date upon which this Agreement has been executed, including without limitation the nature of the business in which ATC and its subsidiaries are engaged and proposes to engage, the state of their product development and Optionee’s knowledge of such business and his prior affiliations with and interest in ATC. However, if such period, activity or area should be adjudged unreasonable in any Legal Action, whether at law or in equity, then the Restricted Period shall be reduced by such period of time, the Proscribed Activity shall be reduced by such activitiescovenant, or the Covered Territory acceptance of the assignee, subtenant or occupant as a tenant or a release of Tenant from the further performance of covenants on the part of Tenant to be performed hereunder. Any consent by Landlord to a particular subletting or occupancy shall not in any way diminish the prohibition stated in paragraph (a) of this Section 6.1 or the continuing liability of the original named Tenant. No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor. No such assignment, subletting, or occupancy shall affect or be contrary to Permitted Uses. Any consent by Landlord to a particular assignment, subletting or occupancy shall be reduced by revocable, and any assignment, subletting or occupancy shall be void ab initio, if the same shall fail to require that such areaassignee, subtenant or any combination thereof, as are deemed unreasonable, so that this covenant may be enforced in such area, with respect to such activities and during such period of time as is adjudged occupant agree therein to be reasonableindependently bound by and upon all of the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be kept and performed.

Restriction. ATC through its subsidiaries intends to continue and expand the business heretofore conducted by it and them and it and in connection therewith ATC and its subsidiaries have invested and may in the future be required to invest substantial sums of money, directly or indirectly, and as Optionee recognizes that ATC would be substantially injured by Optionee disclosing to others, or by Optionee using for his own benefit, any Intellectual Property or any other Confidential Information he has obtained or shall obtain from ATC or any of its subsidiaries, or which he may now possess and which he has made available to ATC or any of its subsidiaries, Optionee ▇▇▇▇▇▇ agrees that during the Restricted Period: (a) Neither he nor any member of his Immediate Family will be interested, directly or indirectly, as an investor in any other Entity, business or enterprise within the Covered Territory, which is engaged in any Proscribed Activity (except as an investor in securities (i) issued by ATC or any of its subsidiaries or (ii) listed on a national securities exchange or actively traded over the counter so long as such investments are in amounts not significant as compared to his total investments and do not exceed one percent (1%) of the outstanding securities of the issuer of the same class or issue); and; (b) Other than in connection with his serving as an employee of ATC and its subsidiaries, he He will not, directly or indirectly, for his own account or as employee, officer, director, partner, trustee, principal, member, joint venturer, agent, adviser, consultant or otherwise, engage within the Covered Territory, in any phase of any Proscribed Activity. Optionee further agrees that during the Restricted Period, he ; and (c) He will not, directly or indirectly, solicit business for a Proscribed Activity within the Covered Territory from any Person, business or enterprise which is, or proposes to be, a customer tenant of ATC the Purchaser or any of its subsidiaries or any of their respective successors or assignsAffiliates within the Covered Territory, or from any Person, business or enterprise with which ATC or any of its subsidiaries or any of their respective successors or assigns is negotiating or holding discussion or to which it has made a proposal at the time of such termination, induce any such Person, business or enterprise not to undertake, or to curtail or cancel business with ATC the Purchaser or any of its subsidiaries Affiliates, or any of their respective successors or assigns, induce or attempt to induce any employee of ATC or the Purchaser, any Affiliate of its subsidiaries the Purchaser or any of their respective successors or assigns to terminate his employment therewith, or intentionally divulge or utilize for . ▇▇▇▇▇▇ and the direct or indirect benefit (financial or other) of himself or any other Person, business or enterprise, any Intellectual Property or any Confidential Information he has obtained as an employee and/or stockholder of ATC or any of its subsidiaries. This Agreement shall be deemed to consist of a series of separate covenants, one for each line of business carried on by ATC and its subsidiaries and each region included within the geographic areas referred to in this Section. Optionee and ATC Purchaser are of the belief that the Restricted Period, the Proscribed Activity and the Covered Territory herein specified are reasonable, in light of the circumstances as they exist on the date upon which this Agreement has been executed, including without limitation the nature of the business in which ATC and its subsidiaries are engaged and proposes to engage, the state of their product development and Optionee’s knowledge of such business and his prior affiliations with and interest in ATCPurchaser is engaged. However, if such period, activity or area should be adjudged unreasonable in any Legal Action, whether at law or in equity, then the Restricted Period shall be reduced by such period of time, the Proscribed Activity shall be reduced by such activities, or the Covered Territory shall be reduced by such area, or any combination thereof, as are deemed unreasonable, so that this covenant may be enforced in such area, with respect to such activities and during such period of time as is adjudged to be reasonable.

Restriction. ATC through its subsidiaries intends to continue and expand the business heretofore conducted by it and them and it and in connection therewith ATC and its subsidiaries have invested and may in the future be required to invest substantial sums of money, directly or indirectly, and as Optionee recognizes that ATC would be substantially injured by Optionee disclosing to others, or by Optionee using for his own benefit, any Intellectual Property or any other Confidential Information he has obtained or shall obtain from ATC or any of its subsidiaries, or which he may now possess and which he has made available to ATC or any of its subsidiaries, Optionee Each Seller agrees that during the Restricted Period: , such Seller will not, without the prior written consent of Buyer (a) Neither he nor any member of his Immediate Family will which may be interestedwithheld in its sole discretion), anywhere within the Territory, directly or indirectlyindirectly own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or serve as an investor in any other Entityofficer, director, employee, agent, consultant, advisor or representative of, a business or enterprise within the Covered Territorythat provides Competing Services (as defined below) (a “Competitor”); provided, which is engaged in any Proscribed Activity (except as an investor in securities however, that (i) issued by ATC or such Seller may own, as a passive investment, equity interests of any of its subsidiaries or Competitor if (iiA) such equity interests are listed on a national securities exchange or actively traded over on a national market system in the counter so long as United States, (B) such investments are in amounts not significant as compared to his total investments Seller, together with any of such Seller’s Affiliates and do not exceed immediate family members, owns beneficially (directly or indirectly) less than one percent (1%) of the total issued and outstanding securities equity interests of such entity, and (C) neither such Seller nor any of such Seller’s Affiliates or immediate family members is otherwise associated directly or indirectly with such Competitor or any of such Competitor’s Affiliates and (ii) the provisions of this Agreement shall not restrict such Seller from being employed directly by the United States federal government or any state government entity. For purposes of this Agreement: (i) the “Restricted Period” means the period from the Closing until the later of (A) the third (3rd) anniversary of the issuer Closing Date or (B) the two (2) year anniversary of the same class or issue); and (b) Other than in connection with his serving as date on which the applicable Seller is no longer an employee of ATC and its subsidiaries, he will not, directly or indirectly, for his own account or as employee, officer, director, partner, trustee, principal, member, joint venturer, agent, adviser, consultant or otherwise, engage within independent contractor of the Covered Parties (a “Seller Separation”); (ii) “Territory, ” means the Commonwealth of Massachusetts and any other markets in any phase which the Company (or its Subsidiaries) provides Competing Services as of any Proscribed Activity. Optionee further agrees that the Closing Date or is providing Competing Services as of the date of the applicable Seller Separation or provided Competing Services during the Restricted Period, he will not, directly twelve (12) month period prior thereto; and (iii) “Competing Services” means selling or indirectly, solicit business providing any products or services that are competitive with the products or services that are sold or provided or are actively contemplated to be sold or provided (and for a Proscribed Activity from any Person, business which the Company or enterprise which is, its Subsidiaries have made substantial efforts or proposes expended substantial resources prior to be, a customer of ATC such date) by the Company or any of its subsidiaries or any of their respective successors or assigns, or from any Person, business or enterprise with which ATC or any of its subsidiaries or any of their respective successors or assigns is negotiating or holding discussion or to which it has made a proposal at the time of such termination, induce any such Person, business or enterprise not to undertake, or to curtail or cancel business with ATC or any of its subsidiaries or any of their respective successors or assigns, induce or attempt to induce any employee of ATC or any of its subsidiaries or any of their respective successors or assigns to terminate his employment therewith, or intentionally divulge or utilize for the direct or indirect benefit (financial or other) of himself or any other Person, business or enterprise, any Intellectual Property or any Confidential Information he has obtained Subsidiaries as an employee and/or stockholder of ATC or any of its subsidiaries. This Agreement shall be deemed to consist of a series of separate covenants, one for each line of business carried on by ATC and its subsidiaries and each region included within the geographic areas referred to in this Section. Optionee and ATC are of the belief that Closing Date or between the Restricted Period, the Proscribed Activity Closing Date and the Covered Territory herein specified are reasonable, in light date of the circumstances as they exist on the date upon which this Agreement has been executedapplicable Seller Separation, including without limitation the nature provision of the business in which ATC engineering and its subsidiaries are engaged and proposes to engage, the state of their product development and Optionee’s knowledge of such business and his prior affiliations with and interest in ATC. However, if such period, activity or area should be adjudged unreasonable in any Legal Action, whether at law or in equity, then the Restricted Period shall be reduced by such period of time, the Proscribed Activity shall be reduced by such activities, or the Covered Territory shall be reduced by such area, or any combination thereof, as are deemed unreasonable, so that this covenant may be enforced in such area, with respect to such activities and during such period of time as is adjudged to be reasonabletechnology staffing services.