Common use of Covenant Not to Compete Clause in Contracts

Covenant Not to Compete. (a) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.

Covenant Not to Compete. (a) Subject to Each of ALS, FCCDC and ▇▇▇▇▇ ▇▇▇▇▇ (individually a “POTENTIAL COMPETITOR” and collectively the provisions “POTENTIAL COMPETITORS”) hereby agrees that for a period of (c) of this section[* * *] years, without the express prior written consent of the Companysuch POTENTIAL COMPETITOR will not, Employee will not serve singly, jointly, or as an employee, agent or partner of any partnership or as an officer, director or consultantagent, or in any other similar capacity or make investments employee, director, stockholder (other than open market investments in no except of not more than five one percent (51%) of the outstanding stock of any publicly company listed on a national securities exchange or actively traded companyin the over-the-counter market) or investor in any other corporation or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hireentity, or assist as a consultant, advisor, or independent contractor to any personsuch partnership, firmcorporation or entity, corporationor in any other capacity, association directly, indirectly or other entity beneficially, (i) own, manage, operate, join, control, or participate in the solicitationownership, recruitment management, operation, or hiring of any person engaged by the Company control of, or work for (as an employee, officeragent, director consultant, advisor or consultant. independent contractor), or permit the use of his name by, or provide financial or other assistance to, any person, partnership, corporation, or entity which is in direct or indirect competition anywhere in Europe, the United States or Canada (cthe “PROTECTED TERRITORY”) Employee's obligations under with Biohaven’s sale of prodrugs of riluzole or PATENTED PRODUCTS, including, but not limited to, the business of designing, manufacturing, marketing, and selling PATENTED PRODUCTS, riluzole prodrugs or their analogs, [* * *] ; (aii) induce or attempt to induce any employee of Biohaven who, on the date hereof or at any time during the period covered by this restrictive covenant is an employee of Biohaven, to terminate his or her employment with Biohaven; provided, that this prohibition shall not apply to solicitations made to the public or the industry generally or employing any person who responds to such general solicitation, and that no POTENTIAL COMPETITOR shall be prohibited from employing any such person who contacts such POTENTIAL COMPETITOR on his or own initiative without any prohibited solicitation, or (biii) induce or attempt to induce any person, business, or entity which is a supplier, dealer, wholesaler, retailer, distributor or customer of Biohaven or which otherwise is a contracting party with Biohaven, as of the date hereof or at any time during the period covered by this section restrictive covenant, to terminate or modify in any way adverse to the interests of Biohaven, any written or oral agreement or understanding with Biohaven. Biohaven and each POTENTIAL COMPETITOR agree that the covenants set forth in this Section 8.4 have been negotiated with advice of counsel in the course of the sale of the PATENT RIGHTS, from which sale each POTENTIAL COMPETITOR shall continue receive substantial economic benefit, and therefore Biohaven and each POTENTIAL COMPETITOR agree that these covenants shall be enforced to the fullest extent permitted by law. Accordingly; if in force only while Employee any judicial or similar proceeding a court or any similar judicial body shall determine that such covenant is receiving salary payments from the Company after terminationunenforceable because it covers too extensive a geographical area or survives too long a period of time, provided that if there has been a "Change in Control," as defined belowor for any other reason, then the provisions of (a) and (b) of this section shall have no further force and effect after the date parties intend that such Change covenant shall be deemed to cover only such maximum geographical area and maximum period of Control occurstime and shall otherwise be deemed to be limited in such manner as will permit enforceability by such court or similar body.

Covenant Not to Compete. The Employee shall not, during the Term, including any extensions of the Term, and for a period of one (a1) Subject to year thereafter (the provisions "Restricted Period"), do any of (c) of this section, the following directly or indirectly without the express prior written consent of the Company: (a) compete, directly or indirectly, with the Company or any of its respective affiliates or subsidiaries, or any of their respective successors or assigns, whether now existing or hereafter created or acquired (collectively, the "Related Companies"), or otherwise engage or participate, directly or indirectly, in any document management business conducted or contemplated to be conducted by a Related Company, as the same are conducted or contemplated to be conducted (as has been determined by the Board) during the Term with respect to any period during the Term or any other business conducted by the Company in which the Employee will not serve is or has been actively engaged (the "Restricted Business") within any geographic area located within the United States of America, its possessions or territories (the "Restricted Area"); (b) become interested (whether as an employeeowner, stockholder, lender, partner, co-venturer, director, officer, director employee, agent, consultant or consultantotherwise), directly or indirectly, in any person, firm, corporation, association or other similar capacity or make investments (other than open market investments entity that engages in no the Restricted Business within the Restricted Area; provided, that nothing contained in this Section 8(b) shall prohibit Employee from owing, as a passive investor, not more than five percent (5%) of the outstanding stock securities of any class of any publicly-traded securities of any publicly traded company) in held company listed on a well-recognized national securities exchange or on behalf an interdealer quotation system of the National Association of Securities Dealers, Inc; (c) solicit, call on, divert, take away, influence, induce or attempt to do any personof the foregoing, firmin each case within the Restricted Area, corporation, association with respect to the Company's or other entity whose activities directly compete any of its Related Companies' (A) customers or distributors or prospective customers or distributors (wherever located) with the activities respect to goods or services that are competitive with those of the Company where such employment may involve assisting such competitor or any of its Related Companies, (B) suppliers or vendors or prospective suppliers or vendors (wherever located) to supply materials, resources or services to be used in connection with such activities as the Employee performed on behalf goods or services that are competitive with those of the Company which directly compete or any of its Related Companies, (C) distributors, consultants, agents, or independent contractors to terminate or modify any contract, arrangement or relationship with those now existing the Employer or contemplated as any of this date; provided, however, its Related Companies or (D) employees (other than family members) to leave the employ of the Company recognizes that or any investment made by Employee in oil and gas properties owned of its Related Companies. (d) influence or attempt to influence any supplier, customer or potential customer of the Company or any of the Related Companies to terminate or modify any written or oral agreement or course of dealing with the Company or the Related Companies; or (e) influence or attempt to influence any person (other than a family member) to either (i) terminate or modify his employment, consulting, agency, distributorship or other arrangement with the Company or any of the Related Companies, or (ii) employ or retain, or arrange to have any other person or entity employ or retain, any person who has been employed or retained by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent any of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company Related Companies as an employee, officerconsultant, director agent or consultant. (c) distributor of the Company or the Related Companies at any time during the one year period immediately preceding the termination of Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occursemployment hereunder.

Covenant Not to Compete. (a) Subject To protect the Confidential Information and other trade secrets of the Company and its subsidiaries, and in specific consideration for a cash payment of $1,000, Executive agrees, to the provisions maximum extent permitted by applicable law, not to become involved with any entity that directly or indirectly engages in Prohibited Activities (as defined below) in any country in which the Company or any of its subsidiaries conducts such business, or plans to conduct such business during the Employment Term, during the period commencing with the Employment Term and ending (ci) twelve (12) months after Executive’s cessation of employment with the Company pursuant to Sections 7(b), 7(c), 7(f), 7(g) or 7(h), or (ii) twenty-four (24) months after Executive’s cessation of employment with the Company pursuant to Sections 7(d) or 7(e) hereof. For the purposes of this sectionAgreement, without the express prior written consent of the Companyterm “Prohibited Activities” means directly or indirectly owning any interest in, Employee will not serve managing, participating in (whether as an employee, director, officer, director or consultant, partner, member, manager, representative or agent), consulting with or rendering services to any entity (including, without limitation, Doctor On Demand, MDLive, Teladoc, Epic Systems, Cerner or Zoom) in (A) the telehealth industry or (B) digital healthcare, that, in the case of clause (B), performs or plans to perform any of the services or manufactures or sells or plans to manufacture or sell any of the products planned, provided or offered by the Company or any of its subsidiaries or any products or services designed to perform the same function or achieve the same results as the products or services planned, provided or offered by the Company or any of its subsidiaries or performs or plans to perform any other services and/or engages or plans to engage in the development, production, manufacture, distribution or sale of any product similar capacity to any planned or make investments actual services performed or products developed, produced, manufactured, distributed or sold by the Company or any of its subsidiaries during the term of Executive’s employment with the Company and its subsidiaries, including, without limitation, any business activity that directly or indirectly provides the research, development, manufacture, marketing, selling or servicing of systems facilitating consumer communications with professional service providers in the digital healthcare field; provided that (other than open market investments i) Prohibited Activities shall not mean Executive’s investment in no more securities of a publicly-traded company (or a non-publicly traded entity through a passive investment) equal to less than five percent (5%) of the such company’s outstanding stock voting securities, (ii) Prohibited Activities following cessation of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities Executive’s employment shall not include businesses of the Company where such employment may involve assisting such competitor with such activities or its subsidiaries which are reasonably projected, as of the Employee performed on behalf termination date, to represent less than 5% of the consolidated revenues of the Company which and its subsidiaries taken as a whole following the termination date, and (iii) Executive shall be permitted to provide services to an entity that has a unit, division, subsidiary or affiliate engaging in a Prohibited Activity so long as Executive does not provide services, directly compete with those now existing or contemplated indirectly, to such unit, division, subsidiary or affiliate engaging in the Prohibited Activity. Executive agrees that the covenants contained in this Section 13(b) are reasonable and desirable to protect the Confidential Information of the Company and its subsidiaries. Any reference to plans or planned activity in this paragraph shall be limited to plans or planned activities that are based upon material demonstrable actions. Following Executive’s cessation of employment, the prohibitions in this paragraph shall be limited to activities and planned activities (including locations) as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occursExecutive’s termination of employment.

Covenant Not to Compete. The Employee shall not, during the Term, including any extensions of the Term, and for a period of one (a1) Subject to year thereafter (the provisions "Restricted Period"), do any of (c) of this section, the following directly or indirectly without the express prior written consent of the Company: (a) compete, directly or indirectly, with the Company or any of its respective affiliates or subsidiaries, or any of their respective successors or assigns, whether now existing or hereafter created or acquired (collectively, the "Related Companies"), or otherwise engage or participate, directly or indirectly, in any document management business conducted or contemplated to be conducted by a Related Company, as the same are conducted or contemplated to be conducted (as has been determined by the Board) during the Term with respect to any period during the Term or any other business conducted by the Company in which the Employee will not serve is or has been actively engaged (the "Restricted Business") within any geographic area located within the United States of America, its possessions or territories (the "Restricted Area"); (b) become interested (whether as an employeeowner, stockholder, lender, partner, co-venturer, director, officer, director employee, agent, consultant or consultantotherwise), directly or indirectly, in any person, firm, corporation, association or other similar capacity or make investments (other than open market investments entity that engages in no the Restricted Business within the Restricted Area; provided, that nothing contained in this Section 8(b) shall prohibit Employee from owing, as a passive investor, not more than five percent (5%) of the outstanding stock securities of any class of any publicly-traded securities of any publicly traded company) in held company listed on a well-recognized national securities exchange or on behalf an interdealer quotation system of the National Association of Securities Dealers, Inc; (c) solicit, call on, divert, take away, influence, induce or attempt to do any personof the foregoing, firmin each case within the Restricted Area, corporation, association with respect to the Company's or other entity whose activities directly compete any of its Related Companies' (A) customers or distributors or prospective customers or distributors (wherever located) with the activities respect to goods or services that are competitive with those of the Company where such employment may involve assisting such competitor or any of its Related Companies, (B) suppliers or vendors or prospective suppliers or vendors (wherever located) to supply materials, resources or services to be used in connection with such activities as the Employee performed on behalf goods or services that are competitive with those of the Company which directly compete or any of its Related Companies, (C) distributors, consultants, agents, or independent contractors to terminate or modify any contract, arrangement or relationship with those now existing or contemplated as of this date; provided, however, the Company recognizes that or any investment made by Employee in oil and gas properties owned of its Related Companies or (D) employees (other than family members) to leave the employ of the Company or any of its Related Companies. (d) influence or attempt to influence any supplier, customer or potential customer of the Company or any of the Related Companies to terminate or modify any written or oral agreement or course of dealing with the Company or the Related Companies; or (e) influence or attempt to influence any person (other than a family member) to either (i) terminate or modify his employment, consulting, agency, distributorship or other arrangement with the Company or any of the Related Companies, or (ii) employ or retain, or arrange to have any other person or entity employ or retain, any person who has been employed or retained by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent any of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company Related Companies as an employee, officerconsultant, director agent or consultant. (c) distributor of the Company or the Related Companies at any time during the one year period immediately preceding the termination of Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occursemployment hereunder.

Covenant Not to Compete. (a) Subject to The Employee shall not, during the provisions Term, including any extensions of (c) the Term, and during the Restricted Period, as hereinafter defined, do any of this section, the following directly or indirectly without the express prior written consent of the Company: (a) compete with the Company or any of its respective affiliates or subsidiaries, Employee will not serve or any of their respective successors or assigns, whether now existing or hereafter created or acquired (collectively, the "Related Companies"), in any document management business conducted during the Term or, as an employeeof the date of this Agreement, officer, director or consultant, contemplated to be conducted during the Term of this Agreement (as has been determined by the Board) or in any other similar capacity business conducted by the Company in which the Employee is or make investments has been actively engaged (the "Restricted Business") within any geographic area located within the United States of America, its possessions or territories (the "Restricted Area"); (b) become interested (whether as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) in any person, firm, corporation, association or other than open market investments entity that competes with the Related Companies in no the Restricted Business within the Restricted Area; provided, however, that nothing contained in this Section 8(b) shall prohibit Employee from owning, as a passive investor, not more than five percent (5%) of the outstanding stock securities of any class of any publicly-traded securities of any publicly traded company) in held company listed on a well-recognized national securities exchange or on behalf an interdealer quotation system of the National Association of Securities Dealers, Inc; (c) influence or attempt to influence any personsupplier, firm, corporation, association customer or other entity whose activities directly compete with the activities prospective customer of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf or any of the Company which directly compete Related Companies to terminate or modify any written or oral agreement or course of dealing with those now existing or contemplated as of this date; provided, however, the Company recognizes that or the Related Companies; or (d) influence or attempt to influence any investment made by Employee in oil and gas properties owned person (other than a family member) to either (i) terminate or modify his employment, consulting, agency, distributorship or other arrangement with the Company or any of the Related Companies, or (ii) employ or retain, or arrange to have any other person or entity employ or retain, any person who has been employed or retained by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent any of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company Related Companies as an employee, officerconsultant, director agent or consultant. (c) distributor of the Company or the Related Companies at any time during the one-year period immediately preceding the termination of Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occursemployment hereunder.

Covenant Not to Compete. (a) Subject to 4.1 Employee hereby covenants and agrees with the provisions Company that during the term hereof and for a period expiring two years after the termination of (c) of this section, without the express prior written consent of Employee's employment with the Company, Employee will not serve as an employeedirectly or indirectly (i) operate, officerdevelop or own any interest, director other than the ownership of less than 5% of the equity securities of a publicly traded company, in any business which has significant (viewed in relation to the business of SEI) activities relating to the ownership, management or consultantoperation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company, SEI or their subsidiaries and affiliates in the operation or development of any other similar capacity HVAC Business within 50 miles of any HVAC Business owned by SEI; (iii) be employed by or make investments consult with any business which owns, manages or operates an HVAC Business within 50 miles of any HVAC Business owned by SEI; (other than open market investments in no more than five percent iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, SEI or their subsidiaries or affiliates, and any customer, client, supplier or employee of SEI, or its subsidiaries or affiliates; or (5%v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the outstanding stock of any publicly traded company) in Company, SEI or on behalf of any persontheir subsidiaries or affiliates, firm, corporation, association or other entity whose activities directly compete to leave their employment with the activities of the Company where Company, SEI or their subsidiaries or affiliates, or hire any such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this dateemployee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the Company recognizes expiration of the Agreement. 4.2 If a judicial determination is made that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to of the provisions of (c) of this sectionSection 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this section Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company and/or SEI shall have no further force nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and effect after suspended as to Employee for a period equal to the date that aggregate quantity of time during which Employee violates such Change of Control occursprohibitions in any respect.

Covenant Not to Compete. (a) Subject to It is recognized and understood by the provisions of (c) of this sectionparties hereto that Employee, without the express prior written consent of the Company, Employee will not serve through Employee's association with Employer as an employee, shall acquire a considerable amount of knowledge and goodwill with respect to the business of Employer, which knowledge and goodwill are extremely valuable to Employer and which would be extremely detrimental to Employer if used by Employee to compete with Employer. It is, therefore, understood and agreed by the parties hereto that, because of the nature of the business of Employer, it is necessary to afford fair protection to Employer from such competition by Employee. Consequently, as a material inducement to employ Employee in the aforementioned positions, Employee covenants and agrees to the following: (a) Except as otherwise approved in writing by Employer, Employee agrees: (i) that Employee will not, directly or indirectly, with or through any family member or former director, officer or employee of Employer, or acting along or as a member of a partnership or as an officer, director holder of or consultantinvestor in as much as 5% of any security of any class, director, employee, consultant or representative of any corporation or other business entity: (1) at any time while engaged as an employee of Employer and for a period of two (2) years following termination as an employee, interfere with, or in seek to interfere with, the relationship between Employer or any other similar capacity or make investments affiliate of Employer and the following: (other than open market investments in no more than five percent (5%a) any of the outstanding stock employees of such entities; (b) any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company where custom­ers of such employment may involve assisting such competitor with such activities as the Employee performed on behalf entities then existing or existing at any time within three (3) years prior to termination of Employee’s employ­ment by Employer; or (c) any of the Company which directly compete with those now suppliers of such entities then existing or contemplated as existing at any time within three (3) years prior to termination of this date; provided, however, the Company recognizes that any investment made Employee’s employment by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andEmployer. (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity The parties hereto agree that in the solicitationevent that either the length of time or the geographic area set forth in paragraph (a) is deemed too restrictive in any court proceeding, recruitment or hiring of any person engaged by that the Company as an employee, officer, director or consultantcourt may reduce such restrictions to those which it deems reasonable under the circumstances. (c) Employee's obligations under (a) Employee agrees and (b) acknowledges that Employer does not have any adequate remedy at law for the breach or threatened breach by him of this section shall continue covenant and agrees that Employer may in force only while addition to the other remedies which may be available to it under this Agreement, file a suit in equity to enjoin Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occursbreach or threatened breach.

Covenant Not to Compete. (a) Subject to The Executive hereby acknowledges and recognizes the provisions highly competitive nature of the business of Main and of the Bank and accordingly agrees that, during and for the applicable period set forth in Subsection (c), the Executive will not: (i) of this sectionbe engaged, without the express prior written consent of the Companydirectly or indirectly, Employee will not serve either for his own account or as an agent, consultant, employee, partner, officer, director or consultantdirector, or in any other similar capacity or make investments proprietor, investor (other except as an investor owning less than open market investments in no more than five percent (5%) % of the outstanding stock of any a publicly traded owned company) in or on behalf of otherwise of, any person, firm, corporation, association or enterprise engaged, in (A) the banking, or financial services industry, or (B) any other activity in which Main or any of its subsidiaries is engaged during the Employment Period, in either case (A) or (B) in any county in which, at any time during the Employment Period or at the date of termination of the Executive's employment, a branch, office or other entity whose activities directly compete with the activities facility of Main or any of its subsidiaries is located, or in any county contiguous to such a county, including contiguous counties located outside of the Company where such employment may involve assisting such competitor with such activities as Commonwealth of Pennsylvania (the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section"Non- Competition Area"); and (bii) Subject provide financial or other assistance to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or enterprise engaged in (A) the banking or financial services industry, or (B) any other entity activity in which Main or any of its subsidiaries is engaged during the Employment Period, in the solicitationNon-Competition Area. (b) It is expressly understood and agreed that, recruitment although the Executive, Main and the Bank consider the restrictions contained in Subsection (a) reasonable for the purpose of preserving for Main and its subsidiaries their goodwill and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or hiring territory or any other restriction contained in Subsection (a) is an unreasonable or otherwise unenforceable restriction against the Executive, the provisions of any person engaged by the Company Subsection (a) will not be rendered void but will be deemed amended to apply as an employee, officer, director to such maximum time and territory and to such other extent as such court may judicially determine or consultantindicate to be reasonable. (c) Employee's obligations under (a) and (b) The provisions of this section shall continue will be applicable commencing on the date of this Agreement and ending as follows: (i) at the termination of the payments and benefits provided under Section 6; provided, however, that this clause will not apply in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been event Executive's termination of employment occurs following a "Change in Control," as defined below; (ii) one year following the termination of Executive's employment, then in the provisions case of a voluntary termination without Good Reason; or (aiii) and (b) of this section shall have no further force and effect after in all other cases, the date that such Change of Control occursExecutive's termination of employment.

Covenant Not to Compete. (a) Subject to It is recognized and understood by the provisions of (c) of this section----------------------- parties hereto that Employee, without the express prior written consent of the Company, Employee will not serve through Employee's association with Employer as an employee, shall acquire a considerable amount of knowledge and goodwill with respect to the business of Employer, which knowledge and goodwill are extremely valuable to Employer and which would be extremely detrimental to Employer if used by Employee to compete with Employer. It is, therefore, understood and agreed by the parties hereto that, because of the nature of the business of Employer, it is necessary to afford fair protection to Employer from such competition by Employee. Consequently, as a material inducement to employ Employee in the aforementioned positions, Employee covenants and agrees to the following: (a) Except as otherwise approved in writing by Employer, Employee agrees: (i) that Employee will not, directly or indirectly, with or through any family member or former director, officer or employee of Employer, or acting along or as a member of a partnership or as an officer, director holder of or consultantinvestor in as much as 5% of any security of any class, director, employee, consultant or representative of any corporation or other business entity: (1) at any time while engaged as an employee of Employer and for a period of two (2) years following termination as an employee, interfere with, or in seek to interfere with, the relationship between Employer or any other similar capacity or make investments affiliate of Employer and the following: (other than open market investments in no more than five percent (5%a) any of the outstanding stock employees of such entities; (b) any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company where customers of such entities then existing or existing at any time within three (3) years prior to termination of Employee's employment may involve assisting such competitor with such activities as the Employee performed on behalf by Employer; or (c) any of the Company which directly compete with those now suppliers of such entities then existing or contemplated as existing at any time within three (3) years prior to termination of this date; provided, however, the Company recognizes that any investment made Employee's employment by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andEmployer. (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity The parties hereto agree that in the solicitationevent that either the length of time or the geographic area set forth in paragraph (a) is deemed too restrictive in any court proceeding, recruitment or hiring of any person engaged by that the Company as an employee, officer, director or consultantcourt may reduce such restrictions to those which it deems reasonable under the circumstances. (c) Employee's obligations under (a) Employee agrees and (b) acknowledges that Employer does not have any adequate remedy at law for the breach or threatened breach by him of this section shall continue covenant and agrees that Employer may in force only while addition to the other remedies which may be available to it under this Agreement, file a suit in equity to enjoin Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occursbreach or threatened breach.

Covenant Not to Compete. (a) Subject to Executive hereby acknowledges and recognizes the provisions of (c) of this section, without the express prior written consent highly competitive nature of the Companybusiness of the Corporation and the Bank and accordingly agrees that, Employee will not serve during and for the applicable period set forth in Section 8(c) hereof, Executive shall not: (i) enter into or be engaged (other than by the Corporation or the Bank), directly or indirectly, either for his own account or as an agent, consultant, employee, partner, officer, director or consultantdirector, or in any other similar capacity or make investments proprietor, investor (other except as an investor owning less than open market investments in no more than five percent (5%) % of the outstanding stock of any a publicly traded owned company) in or on behalf otherwise of any person, firm, corporationcorporation or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, association (2) starting a new bank or (3) any other entity whose activities directly compete with activity in which the activities Corporation, Bank or any of its subsidiaries are engaged during the Employment Period, in either case within a fifty (50) mile radius of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf legal or principal executive office of the Company Corporation or the Bank and the office at which the Executive spent the majority of his time (the “Non-Competition Area”); or (ii) solicit, directly compete with those now existing or contemplated as indirectly, current or former customers of this datethe Corporation or the Bank or any of their respective subsidiaries to divert their business from the Corporation and/or the Bank; providedor (iii) solicit, howeverdirectly or indirectly, the Company recognizes that any investment made by Employee in oil and gas properties owned person who is employed by the Company which investments are made on Corporation or the same terms (Bank or terms more favorable any of their respective subsidiaries to leave the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andemploy of the Corporation or the Bank. (b) Subject to It is expressly understood and agreed that, although the parties consider the restrictions contained in Section 8(a) hereof reasonable for the purpose of preserving for the Corporation, the Bank and its subsidiaries their goodwill and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in this Section 8(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of (cSection 8(a) of this section, without the express prior written consent of the Company, he will hereof shall not solicit, recruit be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantindicate to be reasonable. (c) Employee's obligations under (a) and (b) The provisions of this section Section 8 shall continue in force only while Employee is receiving salary payments from be applicable commencing on the Company date of this Agreement and continuing for twelve (12) months after terminationthe effective date of the termination of Executive’s employment. Notwithstanding the above provisions, provided that if there has been a "Change in Control," as defined below, then the Executive violates the provisions of this Section 8 and the Bank must seek enforcement of the provisions of Section 8 and is successful in enforcing the provisions, either pursuant to a settlement agreement, or pursuant to court order, the covenant not to compete will remain in effect for one full year following the date of the settlement agreement or court order. (ad) and (b) Executive hereby agrees that the provisions of this section Section 8 are fully assignable by the Corporation and the Bank to any successor. Executive also acknowledges that the terms and conditions of this Section 8 will not be affected by the circumstances surrounding his termination of employment. (e) The Executive acknowledges and agrees that any breach of the restrictions set forth in this Section 8 will result in irreparable injury to the Corporation and the Bank for which it shall have no further force meaningful remedy at law, and effect after the date that Corporation and the Bank shall be entitled to injunctive relief in order to enforce provisions hereof. Upon obtaining any such Change final and nonappealable injunction, the Corporation and the Bank shall be entitled to pursue reimbursement from the Executive and/or the Executive’s employer of Control occursattorney’s fees and costs reasonably incurred in obtaining such final and nonappealable injunction. In addition, the Corporation and the Bank shall be entitled to pursue reimbursement from the Executive and/or the Executive’s employer of costs reasonably incurred in securing a qualified replacement for any employee enticed away from the Corporation and the Bank by Executive. Further, the Corporation and the Bank shall be entitled to set off against or obtain reimbursement from Executive of any payments owed or made to the Executive hereunder.

Covenant Not to Compete. (a) Subject to During the provisions of (c) Initial Term or any Renewal Term of this sectionAgreement and for the Restricted Period, without Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the express prior written consent business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the Companyplaces of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee will shall not be, or serve as an employeeas, a proprietor, partner, officer, director or consultantdirector, or in any other similar capacity or make investments (other than open market investments in no stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any publicly company listed on a national securities exchange or traded company) in over the counter], employee, sales representative or on behalf consultant for any organization, company or business entity of any persontype which engages in any business or activity of any nature whatsoever, firm, corporation, association or other entity whose activities directly compete which is competitive with the activities business of Employer or any MVB Financial subsidiaries or affiliates within the Company where such employment may involve assisting such competitor with such activities as Restricted Territory. In the Employee performed on behalf event this covenant not to compete shall be deemed by any court or body of the Company which directly compete with those now existing competent jurisdiction to be unenforceable in whole or contemplated as in part by reason of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions its extending for too long a period of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hiretime, or assist too great a geographical area or over too great a range of activities, or overly broad in any person, firm, corporation, association other respect or for any other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined belowreason, then the and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions of (a) valid and (b) of this section enforceable, and as so modified, these provisions shall have no further force be enforceable and effect after the date that such Change of Control occursenforced.

Covenant Not to Compete. (a) Subject to The Executive hereby acknowledges and recognizes the provisions of (c) of this section, without the express prior written consent highly competitive nature of the Companybusiness of the Company and of the Bank and accordingly agrees that, Employee will not serve during and for the applicable period set forth in Section 7(c) hereof, the Executive shall not: (i) Be engaged, directly or indirectly, either for his own account or as an agent, consultant, employee, partner, officer, director or consultantdirector, or in any other similar capacity or make investments proprietor, investor (other except as an investor owning less than open market investments in no more than five percent (5%) % of the outstanding stock of any a publicly traded owned company) in or on behalf of otherwise of, any person, firm, corporation, association or enterprise engaged, in (1) the banking or financial services industry, or (2) any other activity in which the Company, the Bank or their subsidiaries are engaged during the Employment Period, in any county in which, at any time during the Employment Period or at the date of termination of the Executive's employment, a branch, office or other entity whose activities directly compete with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent facility of the Company, he will not solicit, recruit the Bank or hiretheir subsidiaries are located, or assist in any county contiguous to such a county, including contiguous counties located outside of the Commonwealth of Pennsylvania (the "Non-Competition Area"); (ii) Provide financial or other assistance to any person, firm, corporation, association or enterprise engaged in (1) the banking or financial services industry, or (2) any other entity activity in which the Company, the Bank or their subsidiaries are engaged during the Employment Period, in the solicitationNon-Competition Area. (b) It is expressly understood and agreed that, recruitment or hiring of any person engaged by although the Executive, the Company and the Bank consider the restrictions contained in Section 7(a) hereof reasonable for the purpose of preserving for the Company, the Bank and their subsidiaries their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Section 7(a) hereof is an unreasonable or otherwise unenforceable restriction, the provisions of Section 7(a) hereof shall not be rendered void but shall be deemed amended to apply as an employee, officer, director to such maximum time and territory and to such other extent as such court may determine or consultantindicate to be reasonable. (c) Employee's obligations under (a) and (b) The provisions of this section Section 7 shall continue be applicable commencing on the date of this Agreement and ending on one of the following dates, as applicable: (i) If the Executive's employment is terminated in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then accordance with the provisions of Sections 3(d), (ae), (f) and or (h) or Section 16 hereof, the effective date of termination of employment; (ii) If Executive's employment is terminated in accordance with the provisions of Section 3(a), (b), (c) or (g) hereof or Executive voluntarily terminates his employment other than in accordance with the provisions of this section shall have no further force and effect after Section 5 hereof, twenty-four (24) months following the effective date of termination of employment; or (iii) If Executive voluntarily terminates his employment in accordance with the provisions of Section 5 hereof, the date that such Change of Control occursthe Notice of Termination.

Covenant Not to Compete. Employee agrees that for a period of twelve (a12) Subject to months immediately following the provisions of (c) of this sectionTermination Date, Employee will not, without the express prior written consent of the Company, Employee will not serve as whether paid or not: be or become an owner, co-owner, partner, promoter, employee, officeragent, director or representative, consultant, advisor or manager of or to any person or entity which currently is developing or has taken substantial efforts in anticipation of developing, a platform or protocol for decentralized applications similar or competitive to the Company network, or take any other similar capacity adverse action against the Company network (the “Restricted Business”). Notwithstanding the foregoing, Employee may (i) own, directly or make investments (other than open market investments in no more than indirectly, solely as a passive investment, up to five percent (5%) of the outstanding stock any private or publicly traded company of any publicly traded companybusiness that is competitive with the Restricted Business, (ii) in work for a division, entity or on behalf subgroup of any personcompany that may engage in the Restricted Business so long as such division, firmentity or subgroup does not engage in the Restricted Business, corporation(iii) own securities, association solely as a passive investment, in any venture capital, private debt or other equity investment fund or similar investment entity whose activities directly compete with that holds securities in an entity that may be engaged in the activities of Restricted Business, (iv) work for a venture capital or private equity fund that has portfolio companies that engage in the Company where Restricted Business, so long as Employee does not actively participate in the relationship between such employment may involve assisting such competitor fund and the portfolio companies that engage in the Restricted Business, (v) performing at speaking engagements hosted by third parties and receiving honoraria in connection with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after terminationspeaking engagements, provided that if there has been a "Change in Control," as defined below, then Employee’s participation at such speaking engagements do not breach any of the other provisions of this Agreement, (avi) engage in any academic research (without any commercial element thereto), teaching or related academic and non-commercial activity that covers any business or technologies substantially similar to the Restricted Business or (bvii) of this section shall have no further force and effect after engaging or participating in any activity consented to in advance in writing by the date that such Change of Control occursCompany.

Covenant Not to Compete. Employee agrees that for a period of three (a3) Subject to years after the provisions termination of (c) of this sectionhis employment with the Company, he will not, without the express prior written consent of the CompanyPresident or Chief Executive Officer of Panoramic, Employee will not serve either individually, or in partnership or jointly or in conjunction with any person, firm, corporation or any other entity as an employeeprincipal, officeragent, director employee or consultantshareholder, or in any other similar capacity manner whatsoever, directly or make investments indirectly (i) engage in, invest in (other than open market investments in no more the ownership of less than five percent (5%) 1% of the outstanding stock securities of any publicly traded company) in ), become associated with, accept employment with (except for any employment with Panoramic or on behalf of the Company), serve as a consultant to, or accept compensation from, any person, firm, corporation, association firm or other entity corporation (including any new business started by Employee alone or with others) whose activities directly compete with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly products and/or services compete with those now existing offered by the Company, Panoramic or contemplated as any of this date; providedtheir respective subsidiaries, howeveraffiliates or predecessors, the Company recognizes that anywhere within a 100-▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇. Louis, Missouri, or a 100-mile radius of any investment made by Employee in oil and gas properties owned other city served by the Company which investments are made on (the same terms "TERRITORY"); (ii) contact or terms more favorable solicit (directly or indirectly) any past customers (beginning 12 months prior to the CompanyClosing Date) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent or current customer of the Company, he will not solicitPanoramic or any of their respective subsidiaries, recruit affiliates or hirepredecessors, for the purpose of diverting any existing or future business of such customers to a competing source; (iii) contact or solicit (directly or indirectly) or hire any employees of, or assist vendors to, the Company, Panoramic or any personof their respective subsidiaries, firmaffiliates or predecessors, corporationfor the purpose of causing, association inviting or encouraging any such employee or vendor to alter or terminate his, her or its employment or business relationship with the Company, Panoramic or any of their respective subsidiaries, affiliates of predecessors; or (iv) willfully make any public statement or perform or do any other entity in act that disparages or is prejudicial or injurious to the solicitationreputation or goodwill, recruitment or hiring otherwise interfere with the business, of the Company, Panoramic or any person engaged by the Company as an employeeof their respective subsidiaries, officer, director affiliates or consultantpredecessors. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.

Covenant Not to Compete. The Employee acknowledges that he, at the expense of the Company, has been and will be specially trained in the business of the Company, has established and will continue to establish favorable relations with the customers, clients and accounts of the Company and will have access to trade secrets of the Company. Therefore, in consideration of such training and relations and to further protect trade secrets, directly or indirectly, of the Company, the Employee agrees that during the term of his employment by the Company and for a period of two (a2) Subject to years from and after the provisions voluntary or involuntary termination of (c) of this sectionsuch employment for any or no reason, he will not, directly or indirectly, without the express prior written consent of the Company, Employee will not serve : (a) own or have any interest in or act as an officer, director, partner, principal, employee, officeragent, director representative, consultant or consultantindependent contractor of, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of way assist in, any publicly traded company) business located in or on behalf doing business in the United States of America which is engaged, directly or indirectly, in (i) the solid waste processing business, (ii) the utilization of recyclable materials business or (iii) any person, firm, corporation, association or other entity whose activities directly compete with the activities of business the Company where such employment may involve assisting such competitor with such activities is engaged in or proposes to engage in on the date this Agreement is terminated (the businesses described in clauses (a)(i), (ii) and (iii) are collectively referred to as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date"Competitive Businesses"); provided, however, that notwithstanding the Company recognizes that above, the Employee may own, directly or indirectly, solely as an investment, securities of any investment made by such person which are traded on any national securities exchange or NASDAQ if the Employee in oil (A) is not a controlling person of, or a member of a group which controls, such person and gas properties owned by the Company which investments are made on the same terms (B) does not, directly or terms indirectly, own 5% or more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andof any class of securities of such person; (b) Subject to the provisions of solicit clients, customers (c) of this section, without the express prior written consent who are or were customers of the Company, he will not solicit, recruit Company within the twelve (12) months prior to termination) or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring accounts of any person engaged by the Company as an employeefor, officer, director on behalf of or consultant.otherwise related to any such Competitive Businesses or any products related thereto; or (c) solicit, employ or in any manner influence or encourage any person who is or shall be in the employ or service of the Company to leave such employ or service for any other employment opportunity. Notwithstanding the foregoing, the terms of this covenant not to compete shall be enforceable against Employee only to the extent that during Employee's obligations under (a) and (b) employment the Company continues to pay Employee compensation equal to the salary level set forth in Section 3 of this section shall continue in force only while Employee is receiving salary payments from Agreement and after termination of Employee's employment the Company after termination, provided that if there has been a "Change in Control," continues to pay Employee any and all termination payments and benefits as defined below, then the provisions of (a) and (b) required under Section 4 of this section Agreement. Furthermore, if any court determines that the covenant not to compete, or any part thereof, is unenforceable because of the duration of such provision or the geographic area or scope covered thereby, such court shall have no further force the power to reduce the duration, area or scope of such provisions and, in its reduced form, such provision shall then be enforceable and effect after the date that such Change of Control occursshall be enforced.

Covenant Not to Compete. (a) Subject to Except as otherwise provided in Section 5(b) below, if the provisions of (c) of this sectionEmployee's employment is terminated by the Company for Cause, without or if the express prior written consent of Employee voluntarily resigns for any reason, the CompanyEmployee shall not, Employee will not serve directly or indirectly, either individually or as an employeea stockholder, director, officer, director or partner, consultant, owner, employee, agent, or in any other similar capacity capacity, for a period of two (2) years following such termination, (i) provide "Company Services" or make investments work for or provide services to any person or entity that provides "Company Services," within a one hundred (other than open market investments 100) mile radius of any city or location in no more than five percent (5%) the United States or in any foreign country in which the Company or its affiliates has an office, is or has engaged in business, or proposes to engage in business as of the outstanding stock date of the Employee's termination; or (ii) solicit or offer to provide or provide "Company Services," or work for a person or entity that solicits or offers to provide or provides "Company Services," to any publicly traded company) in person or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities who was a member of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf or its affiliates or was directly or indirectly solicited to be a member of the Company which directly compete or its affiliates at any time during the two-year period prior to the termination of the Employee's employment with those now existing or contemplated as the Company. For the purposes of this date; provided, howeverSection 5(a), the term "Company recognizes Services" shall mean: (aa) providing short-answer or custom research on demand, including without limitation literature or database searches, telephone interviews, or other research of the same or substantially similar type as that any investment made by Employee in oil and gas properties owned provided by the Company which investments are made on or its affiliates; or (bb) preparing published multiple client or syndicated studies, including without limitation studies of the same terms or substantially similar type provided by the Company or its affiliates; or (cc) selling benchmarking data and databases of the same or terms more favorable substantially similar type provided by the Company or its affiliates; or (dd) providing conferences, seminars, training or education of the same or substantially similar type provided by the Company or its affiliates; or (ee) providing any other services or products not described in (aa) through (dd) above that the Company or its affiliates is providing, has provided or proposes to provide as of the date of the Employee's termination; where any of the foregoing services described in (aa) through (ee) above are provided to any of the following: physicians, hospitals, health plans, pharmaceutical companies, insurance companies, managed care companies, commercial banks, brokerage houses, mutual fund companies or Fortune 1000 companies. Notwithstanding the foregoing, the Employee may upon termination in the situations described above work as a consultant or for a consulting firm, provided he/she complies with all of the provisions of this Section 5(a). The Company may release the Employee from some or all of the restrictions in this section only in a written instrument signed by the Employee and the Chairman of the Company. For the purposes of this Section 5(a), "Cause" for termination shall mean the commission of an act of fraud, theft or dishonesty against the Company; arrest or conviction for any felony; arrest or conviction for any misdemeanor involving moral turpitude which might, in the Company's reasonable opinion, cause embarrassment to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions misconduct; substance abuse; insubordination; violation of (c) Company policy; willful or repeated non- performance or substandard performance of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring duties; violation of any person engaged by the Company as an employeeDistrict of Columbia, officerstate or federal laws, director rules or consultant. (c) Employee's obligations under (a) and (b) regulations in connection with or during performance of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.work; or Performance

Covenant Not to Compete. (a) Subject to Executive hereby acknowledges and recognizes the provisions of (c) of this section, without the express prior written consent highly competitive nature of the Companybusiness of HNC and HNC Bank and accordingly agrees that, Employee will not serve during and for the applicable period set forth in Section 6(c) hereof, Executive shall not, except as an otherwise permitted in writing by HNC and the HNC Bank: (i) be engaged, directly or indirectly, either for her own account or as agent, consultant, employee, partner, officer, director director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or consultantotherwise of any person, firm, corporation or enterprise engaged in (1) the banking (including bank or thrift holding company), thrift or financial services industry, or (2) any other activity in which HNC or HNC Bank or any of their subsidiaries are engaged during the Term, in any county and contiguous county in which, during the Term, a branch location, office, loan production office, or trust or asset and wealth management office of HNC, HNC Bank, WFB or any of their subsidiaries is located (“Non-Competition Area”); (ii) provide financial or other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of assistance to any person, firm, corporation, association or enterprise engaged in (1) the banking (including bank or thrift holding company), thrift or financial services industry, or (2) any other activity in which HNC, HNC Bank, WFB or any of their subsidiaries are engaged during the Term, in the Non-Competition Area; (iii) directly or indirectly solicit persons or entities who were customers, clients, or referral sources of HNC, HNC Bank, WFB, or their subsidiaries to become a customer, client, or referral source of a person or entity whose activities other than HNC, HNC Bank, WFB or their subsidiaries; or (iv) directly compete with or indirectly solicit employees of HNC, HNC Bank, WFB or their subsidiaries who were employed during the activities of Term or within the Company where such employment may involve assisting such competitor with such activities as one-year period preceding the Employee performed on behalf of the Company which directly compete with those now existing Term to work for anyone other than HNC, HNC Bank or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andtheir subsidiaries. (b) Subject to It is expressly understood and agreed that, although Executive and HMS, HNC and HNC Bank consider the restrictions contained in Section 6(a) hereof reasonable for the purpose of preserving for HNC and HNC Bank and their subsidiaries their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Section 6(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of (cSection 6(a) of this section, without the express prior written consent of the Company, he will hereof shall not solicit, recruit be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantindicate to be reasonable. (c) Employee's obligations under The provisions of this Section 6 shall be applicable commencing on the Effective Date (aas defined in the Merger Agreement) and ending on the second anniversary of the Effective Date. (bd) The provisions of this section Section 6 shall continue in force only while Employee is receiving salary payments from survive the Company after termination of the Agreement, regardless of the reason for termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.

Covenant Not to Compete. (a) Subject to In partial consideration of the provisions payment of the Purchase Price, the Seller covenants and agrees that for a period of three (3) years following the Closing Date, none of Seller or any of its Affiliates shall, directly or indirectly, (i) engage in, carry on, manage, operate, perform or control the management or operation of the Restricted Business in any portion of the territory consisting of the United States (the “Restricted Territory”), or (ii) own any equity interest in any Person that is engaged in, carries on, manages, operates, performs or controls the management or operations of any Restricted Business in the Restricted Territory. (b) For purposes of this Section 6.2, the term “Restricted Business” means paternity or forensic test analyses. (c) Notwithstanding Section 6.2(a), it will not constitute a breach of this sectionSection 6.2 for the Seller or its Affiliates to: (i) acquire (including through a merger other corporate transaction), invest in or own equity interests in any Person engaged in, carrying on, managing, operating, performing or controlling the management or operation of a Restricted Business, so long as (1) Seller and its Affiliates do not own, directly or indirectly, in the aggregate in excess of 5% of the outstanding equity interests of such Person, and (2) none of Seller or any of its Affiliates, directly or indirectly, manages, operates or controls the management or operation of such Person or any Restricted Business of such Person. (d) The Buyer and the Seller acknowledge and agree that compliance with the covenants contained in this Section 6.2 is necessary to protect the Buyer and that a breach of any such covenant would result in irreparable and continuing damage for which there would be no adequate remedy at law. The Seller agrees that in the event of any breach of such covenant, the Buyer shall be entitled to preliminary and permanent injunctive relief and to such other and further relief as is proper under the circumstances without the posting of any bond by the Buyer. If any court of competent jurisdiction determines any of the foregoing covenants to be unenforceable with respect to the term thereof or the scope of the subject matter or geography covered thereby, then such covenant shall nonetheless be enforceable by such court against the Seller or other relevant Person upon such shorter term or within such lesser scope as may be determined by the court to be reasonable and enforceable. In the event the Seller or any of its Affiliates is in violation of the aforementioned restrictive covenants, then the time limitation thereof shall be extended for a period of time during which such breach or breaches shall occur, unless a court of competent jurisdiction renders a final non-appealable judgment to the effect that such extension is illegal or unenforceable. (e) The Seller further covenants and agrees that, without the express prior written consent of the CompanyBuyer, Employee will not serve neither the Seller nor any of its Affiliates will, for a period of one (1) year following the Closing Date, solicit for employment as an employee, officer, director or agent, consultant, advisor, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) whatsoever, any employee of the outstanding stock of Buyer employed in the Business. As used herein, “solicit” means contact or communicate in any publicly traded company) in manner whatsoever, including, but not limited to, contacts or on behalf of any personcommunications by or through intermediaries, firmagents, corporationcontractors, association representatives, or other entity whose activities directly compete with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after terminationparties, provided that if there has been a "Change nothing herein shall be construed to prohibit the Seller from (i) placing advertisements for employment that are aimed at the public at large in Control," as defined belowany newspaper, then the provisions of trade magazine, or other periodical in general circulation, or (aii) and (b) of this section shall have no further force and effect after the date that such Change of Control occursresponding to any unsolicited inquiry by any Buyer employee concerning employment.

Covenant Not to Compete. 8.1 For the Term of this Agreement and twelve (12) months thereafter (the "RESTRICTED PERIOD"), the Employee shall not: (a) Subject to the provisions of (c) of this sectiondirectly or indirectly own, without the express prior written consent manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in any business in which any of the CompanyPenn Akron Companies are engaged during such period (each, Employee will not serve as an employeea "COMPETING BUSINESS"), officer, director or consultantin all locations in which the Penn Akron Companies, or in any other similar capacity or make investments of them, are doing business; (other than open market investments in no more than five percent (5%b) of the outstanding stock of any publicly traded company) in for himself or on behalf of any other person, firmpartnership, corporationthe Corporation or entity, association or other entity whose activities directly compete with the activities call on any customer of the Company where such employment may involve assisting such competitor with such activities as Penn Akron Companies for the Employee performed on behalf purpose of soliciting, diverting or taking away any customer from the Company which directly compete with those now existing or contemplated as of this datePenn Akron Companies; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andor (b) Subject to the provisions of (c) of this sectioninduce, without the express prior written consent of the Company, he will not solicit, recruit influence or hire, seek to induce or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of influence any person engaged by the Company as an employee, officerrepresentative, director agent or consultantindependent contractor by the Penn Akron Companies, or any of them, to terminate his or her relationship with the Penn Akron Companies, or any of them. 8.2 Nothing herein contained shall be deemed to prohibit the Employee from (ci) owning a passive investment in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and the Employee's obligations under holdings therein represent less than two percent of the total number of shares or principal amount of the securities of such issuer outstanding, (aii) and owning a passive investment in securities of a private company if the Employee's holdings therein represent less than two percent of the total number of shares or principal amount of the securities of such issuer outstanding or (biii) owning securities, regardless of amount, of any of the Penn Akron Companies. 8.3 In the event the Employee shall breach Section 7 or this section shall continue in force only while Employee is receiving salary Section 8, the Employee's right to receive payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions Corporation following termination pursuant to Sections 9.2 and 9.5 shall immediately terminate and be of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occursor effect.

Covenant Not to Compete. (a) Subject The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the provisions protection of the Company that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the term of the Agreement and the "Restricted Period" (as defined in Section 9(e) below): (i) except as provided in Subsection (c) below, be engaged in the sale, marketing or distribution of this sectionmedical wire and cable, without hydrogel or any other product or device developed, marketed or sold by the express prior written consent Company during the Term or provide technical assistance, advice or counseling regarding the medical wire and cable and hydrogel industries in any state in the United States in which the Company or any affiliate thereof is engaged in business, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) employ or engage, or cause or authorize, directly or indirectly, to be employed or engaged, for or on behalf of himself or any third party, any employee or agent of the CompanyCompany or any affiliate thereof. (b) The Executive hereby agrees that he will not, Employee will not serve as an employeedirectly or indirectly, officerfor or on behalf of himself or any third party, director at any time during the term of the Agreement and during the Restricted Period solicit any customers of the Company or consultantany affiliate thereof. (c) If any of the restrictions contained in this Section 9 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in any other similar capacity its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 shall not be construed to prevent the Executive from owning, directly or make investments (other than open market investments indirectly, in no more than the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding stock voting securities of any publicly class of any company whose voting capital stock is traded company) in on a national securities exchange or on behalf of any person, firm, corporation, association or the over-the-counter market other entity whose activities directly compete with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent than securities of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.

Covenant Not to Compete. During the period commencing on the Closing Date and continuing until the third (3rd) anniversary of the Closing Date (the “Noncompetition Period”), PKI shall not (and shall cause each Noncompetition Party (as defined in this Section 9.3) not to) develop, manufacture or market (or own more than fifteen percent (15%) of or otherwise control or provide financing or similar assistance to any person or entity developing, manufacturing or marketing) anywhere in the world, flat panel x-ray detectors (or related software, accessories and ancillary products) for or to x-ray system manufacturers for use in medical, industrial and other applications of the type developed, designed, manufactured or marketed by the Business at any time between January 1, 2016 and the Closing (a “Competitive Business”); provided, however, that the foregoing covenants shall not prohibit, or be interpreted as prohibiting, any Noncompetition Party from: (a) Subject entering into any relationship with a person or entity not owned, managed, operated or controlled by any Noncompetition Party for purposes primarily unrelated to the provisions of a Competitive Business; (cb) of this section, without the express prior written consent of the Company, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market making equity investments in no more than five publicly owned companies which conduct a Competitive Business, provided such investments are passive and do not confer control of any such Competitive Business upon any Noncompetition Party and such investment does not exceed fifteen percent (515%) of the outstanding stock equity of such publicly owned company; or (c) acquiring any person or entity which conducts a Competitive Business if either: (i) in the calendar year prior to such acquisition, the consolidated revenues of such person or entity from its Competitive Business did not constitute more than twenty-five percent (25%) of the total consolidated revenues of such person or entity ; or (ii) the applicable Noncompetition Party promptly commences and thereafter uses its reasonable best efforts to pursue until the earlier to occur of the expiration of the Noncompetition Period and twelve (12) months after such acquisition, the transfer of that portion of the business of such person or entity as constitutes a Competitive Business upon terms and conditions and at a price determined by the applicable Noncompetition Party in its sole discretion. Without limiting the applicability of the foregoing, PKI agrees that for two (2) years after the Closing Date, neither PKI nor any other Noncompetition Party will solicit or induce any person who was an employee or independent contractor of any publicly traded company) in Acquired Company or, with respect to the Business, Asset Seller on the Closing Date to terminate his or on behalf of any personher relationship with Buyer or the Acquired Company, firm, corporation, association or other entity whose activities directly compete with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this dateapplicable; provided, however, that the Company recognizes that foregoing shall not prohibit PKI or any investment made by Employee Noncompetition Party from (A) placing general advertisements for employees not directed at the Business and hiring or engaging any person in oil and gas properties owned by the Company which investments are made on the same terms response to any such general advertisement or (B) soliciting or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the hiring any such employee or independent contractor whose employment with Buyer or an Acquired Company, he will not solicitas applicable, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of terminated by Buyer or an Acquired Company for at least ninety (a90) and (b) of this section shall have no further force and effect after the date that such Change of Control occursdays.

Covenant Not to Compete. (ai) Subject In further consideration of the compensation to be paid to the provisions Executive hereunder, the Executive acknowledges that during the course of (c) his employment with the Company he has and shall become familiar with the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his services shall be of this sectionspecial, without the express prior written consent of unique and extraordinary value to the Company, Employee will and therefore, the Executive agrees that during the Term of Employment and for a period of (1) in the case of a termination by the Company without Cause or by Executive as a result of a Constructive Termination, 12 months or (2) in the case of a termination of employment for any other reason, 18 months, so long as the Company is not serve in default of a material payment obligation under this Agreement or in default of any material obligation under Section 11 (the “Noncompete Period”), the Executive shall not directly or indirectly (whether as an employee, officer, director or consultant, investor, independent contractor, or in any other similar capacity or make investments (director, but other than open market investments as a holder of a passive investment of not in no more than five percent (excess of 5%) % of the outstanding stock voting shares of any publicly traded company), engage, enter into or attempt to enter into, or manage, control, participate in, consult with, render services for, or be employed by, a Restricted Business (as defined below) in or on behalf of any person, firm, corporation, association the United States or other entity whose activities directly compete with the activities of jurisdictions in which the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf or any of the Company which directly compete with those now existing or contemplated as of this dateits Subsidiaries conducts business; provided, however, that this covenant (a) shall not apply following the Company recognizes that any investment made expiration of the Term of Employment due to service of notice by Employee either party in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this sectionaccordance with Section 2 hereof; and (bii) Subject The Executive agrees that during the Noncompete Period, the Executive shall not directly or indirectly (whether as an employee, consultant, investor, independent contractor, or director, but other than as a holder of a passive investment of not in excess of 5% of the outstanding voting shares of any publicly traded company): (A) induce or attempt to persuade any then-current employee, agent, manager, consultant, director, customer, counterparty or other business relationship of the Company or any of its Subsidiaries to terminate such employment or other relationship (including, without limitation, by making any negative or disparaging statements or communications regarding the Company or any of its Subsidiaries); (B) solicit or induce any then-current customer or previously identified prospective customers of the Company or any of its Subsidiaries of which the Executive was aware on the Termination Date (i) to do business with any Restricted Business in competition with the Company or (ii) to reduce its business with the Company; or (C) hire any Person who was an employee of the Company or any of its Subsidiaries within the 12 month period prior to the provisions of Termination Date. (ciii) For the purposes of this sectionSection 14, a “Restricted Business” shall mean a financial guaranty insurance, specialized surety, credit derivative and/or structured finance business, whether existing or to be formed and without regard to its claims-paying ability, or any other business which the express prior written consent Company or any of its Subsidiaries conducts during the Term of Employment or on the Termination Date. (iv) The covenants of the Executive set forth in this Section 14(a) shall be null and void and without any force or effect upon the effective date of any liquidation or dissolution of the Company, he will not solicit, recruit it being understood that a merger or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring consolidation of any person engaged by the Company as an employee, officer, director shall not be deemed to constitute a liquidation or consultantdissolution of the Company. (cv) Employee's obligations under The covenants set forth above in this Section 14(a) shall be construed as a series of separate covenants, one for each county in each of the states of the United States or country outside the United States to which such restriction applies, subject, however, to the applicable laws of such jurisdictions. (avi) and (b) If, at the time of enforcement of this section Section 14, any court of competent jurisdiction shall continue hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such arbitrator or court shall be authorized to revise the restrictions contained herein to cover the maximum period, scope and area permitted by applicable law. The Executive acknowledges that the restrictions contained in force only while Employee is receiving salary payments from this Section 14 are reasonable and necessary to the protection of legitimate Company after termination, provided that if there has been interests. (vii) In the event of the breach or a "Change in Control," as defined below, then threatened breach by the Executive of any of the provisions of this Section 14, the Executive acknowledges and agrees that the Company would suffer irreparable harm, and thus, in addition and supplementary to other rights and remedies existing in its favor, the Company shall be entitled to seek and obtain specific performance and/or injunctive or other equitable relief in order to enforce or prevent any violations of the provisions hereof (a) and (b) without posting a bond or other security). In addition, in the event of a breach or violation by Executive of this section Section 14, the Noncompete Period shall have no further force be automatically extended by the amount of time between the initial occurrence of the breach or violation and effect after the date that when such Change of Control occursbreach or violation has been duly cured.

Covenant Not to Compete. (a) Subject Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the provisions protection of (c) of this sectionCompany that Executive agree, without and accordingly, Executive does hereby agree, that he shall not, directly or indirectly, at any time during the express prior written consent term of the Agreement and the "Restricted Period" (as defined in Section 10(e) below): (i) except as provided in Subsection (d) below, be engaged in the research, development/creation, marketing, sale or distribution of pharmaceutical and/or medical products that compete directly or indirectly with the Company's products or proposed products, Employee will not serve or provide technical assistance, advice or counseling regarding such competing products in any state in the United States, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, officerowner, director or consultantagent, creditor, independent contractor, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock co-venturer of any publicly traded companythird party; or (ii) in employ or engage, or cause or authorize, directly or indirectly, to be employed or engaged, for or on behalf of himself or any personthird party, firm, corporation, association any employee or other entity whose activities agent of Company or any affiliate thereof in a manner which directly compete or indirectly competes with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and. (b) Subject to Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the provisions of (c) of this section, without the express prior written consent term of the Company, he will not solicit, recruit or hire, or assist Agreement and during the Restricted Period solicit any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring customers of any person engaged by the Company as an employee, officer, director or consultantany affiliate thereof in a manner which directly or indirectly competes with the Company. (c) Employee's obligations under (a) and (b) If any of the restrictions contained in this section Section 10 shall continue in force only while Employee is receiving salary payments from be deemed to be unenforceable by reason of the Company after terminationextent, provided that if there has been a "Change in Control," as defined belowduration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions of hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (ad) and This Section 10 shall not be construed to prevent Executive from owning, directly or indirectly, in the aggregate, an amount less than or equal to one percent (bI%) of the issued and outstanding voting securities of any class of any company that directly or indirectly competes with the Company whose voting capital stock is traded on a national securities exchange or on the over-the-counter market other than securities of the Company. Furthermore, this section Section 9 shall have no further force not be construed to prevent Executive from owning, directly or indirectly, any number of issued and effect after outstanding voting securities of any company that does not directly or indirectly compete with the date that such Change of Control occursCompany.

Covenant Not to Compete. (a) Subject A. For and in consideration of this Agreement, the change in control protection contained herein, the Employee’s employment with the Company, and the Employee’s access to the provisions of (c) of this section, without the express prior written consent confidential information and trade secrets of the Company, the Employee agrees that, unless specifically authorized by the Company in writing, the Employee will not serve for a period of 24 months after his employment with the Company has terminated or ended (whatever the reason for the end of the employment relationship): 1. Engage in any “Competitive Activity” (as defined below) within the “Restricted Territory” (as defined below); and/or 2. Serve as an employee, officerdirector, director owner, partner, contractor, consultant or consultantagent of, or own any interest in any other similar capacity or make investments (other than open market investments except for ownership of a minor percentage of stock in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of a “public” competitor), any person, firmfirm or corporation that engages in “Competitive Activity” within the “Restricted Territory”; and/or 3. Engage in any “Competitive Activity” with, corporationfor or towards or divert, association attempt to divert or other entity whose activities directly compete with the activities direct others to divert any business of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf from a then existing Company customer, a joint venturer or other business partner of the Company which directly compete (hereinafter referred to as an “affiliate”), or from a potential customer identified through leads or relationships developed during the last twelve-month period before the end of the Employee’s employment with those now existing the Company, within the “Restricted Territory”; and/or 4. Engage in any “Competitive Activity” with, for or contemplated as towards or divert, attempt to divert or direct others to divert any business of this date; provided, however, the Company recognizes that from a then existing Company customer, a joint venturer or other business partner of the Company (hereinafter referred to as an “affiliate”), who contacted the Employee, whom the Employee contacted or served, or for whom the Employee supervised, managed or generally had executive oversight or input concerning contact or service regarding the delivery, provision or sale of any investment made by Company product or service during the last twelve-month period before the end of the Employee’s employment with the Company. The Employee in oil and gas properties owned further agrees that, unless specifically authorized by the Company which investments are made on in writing, he shall not engage in any “Competitive Activity” individually or with any entity or individual other than the same terms (or terms more favorable to Company during his employment with the Company) . B. Furthermore, the Employee will not during his employment with the Company and for a period of 24 months after his employment with the Company has terminated or ended (whatever the reason for the end of the employment relationship), solicit or hire for employment or as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent an independent contractor any employee of the Company, he will not or solicit, recruit or hireassist, induce, recruit, or assist any person, firm, corporation, association or other entity induce anyone else to recruit or cause another person in the solicitation, recruitment or hiring employ of any person engaged by the Company as an employeeor any of the Company’s affiliates to leave his employment with the Company or the Company’s affiliate for the purpose of joining, officerassociating, director or consultant. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while becoming employed with any business or activity with which the Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occursor expects to be directly or indirectly associated or employed.

Covenant Not to Compete. (ai) Subject In further consideration of the compensation to be paid to the provisions Executive hereunder, the Executive acknowledges that during the course of (c) his employment with the Company he shall become familiar with the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his services shall be of this sectionspecial, without the express prior written consent of unique and extraordinary value to the Company, Employee will and therefore, the Executive agrees that during the Term of Employment and for a period of (1) in the case of a termination by the Company without Cause or by Executive as a result of a Constructive Termination, 12 months or (2) in the case of a termination of employment for any other reason, 18 months thereafter (the “Noncompete Period”), the Executive shall not serve directly or indirectly (whether as an employee, officer, director or consultant, investor, independent contractor, or director): (A) engage, enter into or attempt to enter into, or manage, control, participate in, consult with, render services for, or be employed by, a Restricted Business (as defined below) that directly or indirectly competes with the Company or any of its Subsidiaries in the United States or other jurisdictions in which the Company or any other similar capacity of its Subsidiaries conducts or make investments is developing business or has demonstrable plans to conduct business; provided, however, that this clause (other than open market investments in no A) shall not apply following the expiration of the Term of Employment as a result of a notice from the Company or the Executive pursuant to Section 2; provided, further, that nothing herein shall prohibit the Executive from being a passive owner of not more than five percent (5%) of the outstanding stock of any class of a corporation that is publicly traded companytraded, so long as the Executive has no active participation in the business of such corporation; or (B) in (i) induce or on behalf of attempt to persuade any personformer or then-current employee, firmagent, corporationmanager, association consultant, director, customer, counterparty or other entity whose activities directly compete with the activities business relationship of the Company where or any of its Subsidiaries to terminate such employment may involve assisting such competitor with such activities as or other relationship (including, without limitation, by making any negative or disparaging statements or communications regarding the Employee performed on behalf Company or any of its Subsidiaries) or (ii) hire any Person who was an employee of the Company which directly compete with those now existing or contemplated as any of this date; provided, however, its Subsidiaries within the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable 12 month period prior to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantTermination Date. (cii) Employee's obligations under (a) and (b) For the purposes of this section Section 13, a “Restricted Business” shall continue in force only while Employee is receiving salary payments from mean a financial guaranty insurance, specialized surety, credit derivative and/or structured finance business, whether existing or to be formed and without regard to its claims-paying ability, or any other business which the Company after termination, provided that if there has been a "Change in Control," as defined below, then or any of its Subsidiaries conducts or is developing or considering for development during the provisions Term of (a) and (b) of this section shall have no further force and effect after Employment or on the date that such Change of Control occursTermination Date.

Covenant Not to Compete. (a) Subject Employee recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the provisions of (c) of this section, without the express prior written consent protection of the CompanyCorporation that Employee agrees, and, accordingly, Employee does hereby agree, that he will not serve not, directly or indirectly, in the Territory, as hereinafter defined, at any time during the Restricted Period, as hereinafter defined: (i) engage in the Business for his account or render any services which constitute engaging in the Business, in any capacity to any entity; or become interested in any entity engaged in the Business either on his own behalf or as an officer, director, stockholder, partner, principal, consultant, associate, employee, officerowner, director agent, creditor, independent contractor, or consultant, co-venturer of any third party or in any other similar capacity relationship or make investments capacity; or (other than open market investments in no more than five percent (5%ii) of the outstanding stock of any publicly traded company) in employ or engage, or cause to authorize, directly or indirectly, to be employed or engaged, for or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andhimself or (b) Subject to the provisions of (c) of this section, without the express prior written consent If any of the Companyrestrictions contained in this Section 10 shall be deemed to be unenforceable by reason of the extent, he will not solicit, recruit duration or hiregeographical scope thereof, or assist any personotherwise, firmthen after such restrictions have been reduced so as to be enforceable, corporation, association or other entity in its reduced form this Section shall then be enforceable in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantmanner contemplated hereby. (c) Employee's obligations under This Section 10 shall not be construed to prevent Employee from owning, directly and indirectly, in the aggregate, an amount not exceeding two percent (a) and (b2%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded on a national securities exchange or in the over-the-counter market. (d) Notwithstanding anything to the contrary set forth in this section Section 10, (i) the Employee shall continue not be prohibited from rendering services for news organizations, or public relations departments or public relations agencies; (ii) the Employee may act as a news reporter or manager for an entity whose primary function is journalism; (iii) the Employee (e) The term "Restricted Period", as used in force only while Employee is receiving salary payments this Section 10, shall mean (i) the term of this Agreement plus one (1) year; (ii) in the event of a termination For Cause, two (2) years from the Company after date of termination, provided that if there has been a "Change in Control," as defined below, then the provisions of ; or (aiii) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.in

Covenant Not to Compete. (a) Subject to Executive hereby acknowledges and recognizes the provisions of (c) of this section, without the express prior written consent highly competitive nature of the Companybusiness of the Corporation and the Bank and accordingly agrees that, Employee will not serve during and for the applicable period set forth in Section 9(c) hereof, Executive shall not, except as an otherwise permitted in writing by the Bank: (i) be engaged, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director or consultantdirector, or in any other similar capacity or make investments proprietor, investor (other except as an investor owning less than open market investments in no more than five percent (5%) % of the outstanding stock of any a publicly traded owned company) in or on behalf otherwise of any person, firm, corporationcorporation or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, association or (2) any other activity in which the Corporation or the Bank or any of their subsidiaries are engaged during the Employment Period, and remain so engaged at the end of the Employment Period, in any county in which at the time Executive executes this Agreement, a branch, office or other entity whose activities directly compete with the activities facility of the Company where Corporation or the Bank is located or in any county contiguous to such employment may involve assisting such competitor with such activities as county (the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and“Non-Competition Area”); (bii) Subject provide financial or other assistance to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporationcorporation or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, association or (2) any other entity activity in which the Corporation or the Bank or any of their subsidiaries are engaged during the Employment Period, and remain so engaged at the end of the Employment Period, in the solicitationNon-Competition Area; (iii) directly or indirectly solicit persons or entities who were customers or referral sources of the Corporation, recruitment the Bank or hiring their subsidiaries within six (6) months of Executive’s termination of employment, to become a customer or referral source of a person or entity other than the Corporation, the Bank or their subsidiaries; or, (iv) directly or indirectly solicit employees of the Corporation, the Bank or their subsidiaries who were employed within two (2) years of Executive’s termination of employment to work for anyone other than the Corporation, the Bank or their subsidiaries. (b) It is expressly understood and agreed that, although Executive and the Corporation and the Bank consider the restrictions contained in Section 9(a) hereof reasonable for the purpose of preserving for the Corporation and the Bank and their subsidiaries their goodwill and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any person engaged by other restriction contained in Section 9(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the Company provisions of Section 9(a) hereof shall not be rendered void but shall be deemed amended to apply as an employee, officer, director to such maximum time and territory and to such other extent as such court may judicially determine or consultantindicate to be reasonable. (c) Employee's obligations under The provisions of this Section 9 shall be applicable, commencing on the date of this Agreement and ending on one of the following dates as applicable: (ai) and (bif Executive voluntarily terminates his employment in accordance with the provisions of Section 4(e) of this section shall continue Agreement (relating to termination without Good Reason), the first anniversary date of the effective date of termination of employment; (ii) if Executive’s employment terminates in force only while Employee accordance with the provisions of Section 4(b) of this Agreement (relating to termination for Cause), the first anniversary date of the effective date of termination of employment; (iii) if Executive voluntarily terminates his employment in accordance with the provisions of Section 4(c) of this Agreement (relating to termination by Executive for Good Reason), the second anniversary date of the effective date of termination of employment; (iv) if Executive’s employment is receiving salary payments from involuntarily terminated in accordance with the Company after termination, provided that if there has been provisions of Section 6 of this Agreement (relating to involuntary termination without Cause following a "Change in Control), the second anniversary date of the effective date of termination of employment; or," as defined below, then (v) if Executive’s employment is involuntarily terminated in accordance with the provisions of (a) and (b) Section 8 of this section shall have no further force and effect after Agreement (relating to involuntary termination without Cause absent a Change in Control), the second anniversary date that such Change of Control occursthe effective date of termination of employment.

Covenant Not to Compete. (a) Subject to Employee hereby acknowledges and recognizes the provisions of (c) of this section, without the express prior written consent highly competitive nature of the Companybusiness of the Bank and accordingly agrees that, during his employment and for six (6) months from the end date of such employment (no matter what the reason, or “no reason,” for its ending), Employee will not serve shall not, except as an otherwise permitted in writing by the Bank: (i) be engaged, directly or indirectly, either for his/her own account or as agent, consultant, employee, partner, officer, director or consultantdirector, or in any other similar capacity or make investments proprietor, investor (other except as an investor owning less than open market investments in no more than five percent (5%) % of the outstanding stock of any a publicly traded owned company) in or on behalf otherwise of any person, firm, corporationcorporation or enterprise, association in the banking (including bank holding company) industry within thirty-five (35) miles from the Bank’s principal executive office (presently in Malvern, PA). (the “Non- Competition Area”); or other entity whose activities ​ (ii) directly compete with the activities or indirectly solicit persons or entities who a r e customers or referral sources of the Company where such employment may involve assisting such competitor with such activities as Bank or (after Employee’s termination) were so within one year of Employee’s termination, to a become customer or referral source of a person or entity other than the Employee performed on behalf Bank; or (iii) directly or indirectly solicit employees of the Company which directly compete with those now existing Bank who are so employed or contemplated as (after Employee’s termination) were so within one year of this date; provided, however, Employee’s termination to work for anyone other than the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andBank. (b) Subject to It is expressly understood and agreed that, although Employee and the Bank consider the restrictions contained in paragraph 7(a) hereof reasonable for the purpose of preserving for the Bank its goodwill and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in paragraph 7(a) hereof is an unreasonable or otherwise unenforceable restriction against Employee, the provisions of (cparagraph 7(a) of this sectionhereof shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. Furthermore, without Employee agrees that the express prior written consent promises of the CompanyBank set forth in this Agreement constitute good, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity valid and sufficient consideration for Employee’s promises contained in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant. this Section 7 (c) Employee's obligations under (aentitled “Covenant Not to Compete”) and (b) of this section shall continue in force only while Employee is receiving salary payments from hereby unconditionally waives any claim to the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurscontrary.

Covenant Not to Compete. (a) Subject The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the provisions of (c) of this section, without the express prior written consent protection of the CompanyCorporation that the Executive agree, Employee will not serve and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the "Restricted Period" within the "Restricted Area" (as those terms are defined in SECTION 9(E) below): (i) except as provided in SUBSECTION (C) below, engage in the business of acting as an executive of the Corporation engaged in the research, development, production or sale of biotechnology products (including in the areas of muscular dystrophy, sickle cell anemia, and other specific indications) within any of the specific disease indications and/or product categories in which the Corporation has been actively involved during the period of Executive's employment with the Corporation, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, officerowner, director or consultantagent, creditor, independent contractor, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock co-venturer of any publicly traded companythird party; or (ii) in not to solicit to employ or engage, for or on behalf of himself or any personthird party, firm, corporation, association any employee or other entity whose activities directly compete with the activities agent of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andCorporation. (b) Subject to The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the provisions of (c) of this section, without Term and during the express prior written consent Restricted Period solicit any customers of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged Corporation with respect to products competitive with products then being sold by the Company as an employee, officer, director or consultantCorporation. (c) Employee's obligations under (a) and (b) If any of the restrictions contained in this section SECTION 9 shall continue in force only while Employee is receiving salary payments from be deemed to be unenforceable by reason of the Company after terminationextent, provided that if there has been a "Change in Control," as defined belowduration or geographical scope thereof, or otherwise, then the provisions of (a) and (b) of this section court making such determination shall have no further force the right to reduce such extent, duration, geographical scope, or other provisions hereof, and effect after in its reduced form this Section shall then be enforceable in the date that such Change of Control occursmanner contemplated hereby. (d) This SECTION 9 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent

Covenant Not to Compete.  (ai) Subject to Consultant hereby acknowledges and recognizes the provisions of (c) of this section, without the express prior written consent highly competitive nature of the Companybusiness of the Corporation and the Bank and accordingly agrees that, Employee will not serve during and for the applicable period set forth in Section 4(c)(iii) hereof, Consultant shall not, except as an otherwise permitted in writing by the Bank:  (A) be engaged, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director or consultantdirector, or in any other similar capacity or make investments proprietor, investor (other except as an investor owning less than open market investments in no more than five percent (5%) % of the outstanding stock of any a publicly traded owned company) in or on behalf otherwise of any person, firm, corporationcorporation or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, association or (2) any other activity in which the Corporation or the Bank or any of their subsidiaries are engaged during the Consulting Period, and remain so engaged at the end of the Consulting Period, in any county in which a branch, office or other entity whose activities directly compete with the activities facility of the Company where Corporation or the Bank is located during the Consulting Period or in any county contiguous to such employment may involve assisting such competitor with such activities as county (the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date“Non-Competition Area”); provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (bB) Subject provide financial or other assistance to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporationcorporation or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, association or (2) any other entity activity in which the Corporation or the Bank or any of their subsidiaries are engaged during the Consulting Period, and remain so engaged at the end of the Consulting Period, in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant.Non-Competition Area;  (cC) Employee's obligations under directly or indirectly solicit (aincluding advertising, social media or outreach) persons or entities who were customers, prospects or referral sources of the Corporation, the Bank or their subsidiaries within one (1) year of Consultant’s termination of Consulting Period, to become a customer or referral source of a person or entity other than the Corporation, the Bank or their subsidiaries, provided, however that the use of general advertising or social media posts not targeted specifically to such customers, prospects or referral sources, shall not be deemed to be direct or indirect solicitation; or,  (D) directly or indirectly solicit employees of the Corporation, the Bank or their subsidiaries who were employed within two (2) years of Consultant’s termination of Consulting Period to work for anyone other than the Corporation, the Bank or their subsidiaries.  (ii) It is expressly understood and (bagreed that, although Consultant and the Corporation and the Bank consider the restrictions contained in Section 4(c)(i) hereof reasonable for the purpose of this section shall continue preserving for the Corporation and the Bank and their subsidiaries their goodwill and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in force only while Employee Section 4(c)(i) hereof is receiving salary payments from the Company after terminationan unreasonable or otherwise unenforceable restriction against Consultant, provided that if there has been a "Change in Control," as defined below, then the provisions of Section 4(c)(i) hereof shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable.  (aiii) and (b) The provisions of this section Section 4(c) shall have no further force and effect after be applicable, commencing on the date that such Change of Control occurs.this Agreement and ending on the first anniversary date of the effective date of termination of the Consulting Period. 

Covenant Not to Compete. (a) Subject to Executive hereby acknowledges and recognizes the provisions of (c) of this section, without the express prior written consent highly competitive nature of the Companybusiness of the Corporation and the Bank and accordingly agrees that, Employee will not serve during and for two years regardless of the reason for termination, Executive shall not, except as an otherwise permitted in writing by the Bank: (i) in any county in which, at any time during the Employment Period or as of the date of Executive’s termination, a branch, office or other facility of the Corporation or the Bank is located or in any county contiguous to such county (“Non-Competition Area”), be engaged, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or consultantotherwise of any person, firm, corporation or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, or in (2) any other similar capacity activity in which the Corporation or make investments the Bank or any of their subsidiaries are engaged during the Employment Period; (ii) provide financial or other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of assistance to any person, firm, corporation, association or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, or (2) any other entity whose activities activity in which the Corporation or the Bank or any of their subsidiaries are engaged during the Employment Period, in the Non-Competition Area; (iii) directly compete with the activities or indirectly solicit persons or entities who were customers or referral sources of the Company where such employment may involve assisting such competitor with such activities as Corporation, the Employee performed on behalf Bank or their subsidiaries within six (6) months of Executive’s termination of employment, to become a customer or referral source of a person or entity other than the Corporation, the Bank or their subsidiaries; or (iv) directly or indirectly solicit employees of the Company which directly compete with those now existing or contemplated as of this date; provided, howeverCorporation, the Company recognizes that any investment made by Employee in oil and gas properties owned by Bank or their subsidiaries who were employed within two (2) years of Executive’s termination of employment to work for anyone other than the Company which investments are made on Corporation, the same terms (Bank or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andtheir subsidiaries. (b) Subject to It is expressly understood and agreed that, although Executive and the Corporation and the Bank consider the restrictions contained in Section 9(a) hereof reasonable for the purpose of preserving for the Corporation and the Bank and their subsidiaries their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Section 9(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of (cSection 9(a) of this section, without the express prior written consent of the Company, he will hereof shall not solicit, recruit be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantindicate to be reasonable. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.

Covenant Not to Compete. (a) Subject to The Employee shall not, anywhere in the provisions world, during the Term and for a period of two (c2) years thereafter (the "Restricted Period"), do any of this section, the following directly or indirectly without the express prior written consent of the Company in its sole discretion: (i) engage or participate, directly or indirectly, in any business activity competitive with the Business or the business of any of the Company's subsidiaries or affiliates as conducted as of the Commencement date of this Agreement ("the Neptune Business"); (ii) become interested (as owner, Employee will not serve as an employeeproprietor, promoter, stockholder, lender, partner, co-venturer, director, officer, director employee, agent, consultant or consultantotherwise) in any person, firm, corporation, association or or other entity engaged in any business that is competitive with the Neptune Business except as existed on the Commencement Date of this Agreement, or become interested in (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) any other similar capacity or make investments (other than open market investments in no more than five percent (5%) portion of the outstanding stock of any publicly traded company) in or on behalf business of any person, firm, corporation, association or other entity whose activities directly compete where such portion of such business is competitive with the activities Neptune Business (notwithstanding the foregoing, the Employee may hold not more than five percent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in the Neptune Business. (iii) solicit or call on, either directly or indirectly in a capacity competitive with the Neptune Business, any (A) customer with whom the Company shall have dealt at any time during the three (3) year period immediately preceding the termination of the Employee's employment hereunder, or (B) supplier or distributor with whom the Company shall have dealt at any time during the three (3) year period immediately preceding the termination of the Employee's employment hereunder; (iv) influence or attempt to influence any supplier, distributor, customer or potential customer of the Company where such employment may involve assisting such competitor to terminate or modify any written or oral agreement or course of dealing with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andor (bv) Subject influence or attempt to influence any person either (A) to terminate or modify the provisions of (c) of this sectionemployment, without the express prior written consent of consulting, agency, distributorship or other arrangement with the Company, he will not solicit, recruit or hire(B) to employ or retain, or assist arrange to have any personother person or entity employ or retain, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged who has been employed or retained by the Company as an employee, officer, director or consultantemployee of the Company at any time during the twelve (12) month period immediately preceding the termination of the Employee's employment hereunder. (c) Employee's obligations under (a) and (b) of The Employee hereby acknowledges that the limitations as to time, character or nature and geographic scope placed on his subsequent employment by this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been Section 7 are reasonable and fair and will EXECUTIVE EMPLOYMENT AGREEMENT - ▇▇▇▇▇ ▇▇▇▇▇▇ not prevent or materially impair his ability to earn a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurslivelihood.

Covenant Not to Compete. (a) Subject to Executive hereby acknowledges and recognizes the provisions of (c) of this section, without the express prior written consent highly competitive nature of the Companybusiness of Corporation and Bank and accordingly agrees that, Employee will not serve during and for the applicable period set forth in Section 9(c) hereof, Executive shall not, except as an otherwise permitted in writing by the Corporation and the Bank: (i) be engaged, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or consultantotherwise of any person, firm, corporation or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, or in (2) any other similar capacity activity in which Corporation or make investments (other than open market investments in no more than five percent (5%) Bank or any of their subsidiaries are engaged during the Employment Period, and remain so engaged at the end of the outstanding stock Employment Period, within a fifty (50) mile radius of any publicly traded companyBank’s principal place of business at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ (the “Non-Competition Area”); (ii) in provide financial or on behalf of other assistance to any person, firm, corporation, association or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, or (2) any other activity in which Corporation or Bank or any of their subsidiaries are engaged during the Employment Period, in the Non-Competition Area; (iii) directly or indirectly solicit persons or entities who were customers or referral sources of Corporation, Bank or their subsidiaries within six (6) months of Executive’s termination of employment, to become a customer or referral source of a person or entity whose activities other than Corporation, Bank or their subsidiaries; or, (iv) directly compete with the activities or indirectly solicit employees of the Company where such Corporation, Bank or their subsidiaries who were employed within two (2) years of Executive’s termination of employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing to work for anyone other than Corporation, Bank or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andtheir subsidiaries. (b) Subject to It is expressly understood and agreed that, although Executive and Corporation and Bank consider the restrictions contained in Section 9(a) hereof reasonable for the purpose of preserving for Corporation and Bank and their subsidiaries their goodwill and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Section 9(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of (cSection 9(a) of this section, without the express prior written consent of the Company, he will hereof shall not solicit, recruit be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantindicate to be reasonable. (c) Employee's obligations under The provisions of this Section 9 shall be applicable, commencing on the date of this Agreement and ending on one of the following dates as applicable: (ai) and (bif Executive voluntarily terminates his employment in accordance with the provisions of Section 4(e) of this section shall continue Agreement (relating to termination without Good Reason), the first anniversary date of the effective date of termination of employment; (ii) if Executive’s employment terminates in force only while Employee accordance with the provisions of Section 4(b) of this Agreement (relating to termination for Cause), the first anniversary date of the effective date of termination of employment; (iii) if the Executive voluntarily terminates his employment in accordance with the provisions of Section 4(c) of this Agreement (relating to termination by Executive for Good Reason), the second anniversary date of the effective date of termination of employment; (iv) if the Executive’s employment is receiving salary payments from involuntarily terminated in accordance with the Company after termination, provided that if there has been provisions of Section 6 of this Agreement (relating to involuntary termination without Cause following a "Change in Control), the second anniversary date of the effective date of termination of employment; or," as defined below, then (v) if the Executive’s employment is involuntarily terminated in accordance with the provisions of (a) and (b) Section 8 of this section shall have no further force and effect after Agreement (relating to involuntary termination without Cause absent a Change in Control), the second anniversary date that such Change of Control occursthe effective date of termination of employment.

Covenant Not to Compete. (a) Subject As a material inducement to the provisions Purchaser's consummation of (c) the Merger, the Seller shall not, during the Restricted Period, do any of this sectionthe following, directly or indirectly, without the express prior written consent of the CompanyPurchaser in its sole discretion: (a) compete, Employee will not serve directly or indirectly, with the Purchaser, the Surviving Corporation or the Company or any of their respective Affiliates or Subsidiaries, or any of their respective successors or assigns, whether now existing or hereafter created or acquired (collectively, the "Related Companies"), or otherwise engage or participate, directly or indirectly, in any business conducted by Purchaser or a Subsidiary (the "Restricted Business") within any geographic area located within the United States of America, its possessions or territories (the "Restricted Area"); (b) become interested (whether as an employeeowner, stockholder, lender, partner, co-venturer, director, officer, director employee, agent, consultant or consultantotherwise), directly or indirectly, in any other similar capacity or make investments (other than open market investments Person that engages in no the Restricted Business within the Restricted Area; provided, that nothing contained in this Section 8.2(b) shall prohibit the Seller from owing, as a passive investor, not more than five percent (5%) of the outstanding stock securities of any class of any publicly-traded securities of any publicly traded company) in held Company listed on a well-recognized national securities exchange or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities an interdealer quotation system of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf National Association of the Company which directly compete with those now existing or contemplated as of this dateSecurities Dealers, Inc; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant.or (c) Employeesolicit, call on, divert, take away, influence, induce or attempt to do any of the foregoing, in each case within the Restricted Area, with respect to the Purchaser's, the Surviving Corporation's, the Company's obligations under or any of their respective Related Companies' (aA) and customers or distributors or prospective customers or distributors (bwherever located) with respect to goods or services that are competitive with those of this section shall continue the Purchaser, the Surviving Corporation, the Company, or any of their respective Related Companies, (B) suppliers or vendors or prospective suppliers or vendors (wherever located) to supply materials, resources or services to be used in force only while Employee is receiving salary payments from connection with goods or services that are competitive with those of the Purchaser, the Surviving Corporation, the Company after terminationor any of their respective Related Companies, provided that if there has been a "Change in Control," as defined below(C) distributors, then consultants, agents, or independent contractors to terminate or modify any contract, arrangement or relationship with the provisions Purchaser, the Surviving Corporation, the Company or any of their respective Related Companies or (aD) and (b) employees to leave the employ of this section shall have no further force and effect after the date that such Change Purchaser, the Surviving Corporation, the Company or any of Control occurstheir respective Related Companies.

Covenant Not to Compete. (a) Subject to It is recognized and understood by the provisions of (c) of this sectionparties ----------------------- hereto that Employee, without the express prior written consent of the Company, Employee will not serve through Employee's association with Employer as an employee, shall acquire a considerable amount of knowledge and goodwill with respect to the business of Employer, which knowledge and goodwill are extremely valuable to Employer and which would be extremely detrimental to Employer if used by Employee to compete with Employer. It is, therefore, understood and agreed by the parties hereto that, because of the nature of the business of Employer, it is necessary to afford fair protection to Employer from such competition by Employee. Consequently, as a material inducement to employ Employee in the aforementioned positions, Employee covenants and agrees to the following: (a) Except as otherwise approved in writing by Employer, Employee agrees: (i) that Employee will not, directly or indirectly, with or through any family member or former director, officer or employee of Employer, or acting along or as a member of a partnership or as an officer, director holder of or consultantinvestor in as much as 5% of any security of any class, director, employee, consultant or representative of any corporation or other business entity: (1) at any time while engaged as an employee of Employer and for a period of two (2) years following termination as an employee, interfere with, or in seek to interfere with, the relationship between Employer or any other similar capacity or make investments affiliate of Employer and the following: (other than open market investments in no more than five percent (5%a) any of the outstanding stock employees of such entities; (b) any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company where customers of such entities then existing or existing at any time within three (3) years prior to termination of Employee's employment may involve assisting such competitor with such activities as the Employee performed on behalf by Employer; or (c) any of the Company which directly compete with those now suppliers of such entities then existing or contemplated as existing at any time within three (3) years prior to termination of this date; provided, however, the Company recognizes that any investment made Employee's employment by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andEmployer. (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity The parties hereto agree that in the solicitationevent that either the length of time or the geographic area set forth in paragraph (a) is deemed too restrictive in any court proceeding, recruitment or hiring of any person engaged by that the Company as an employee, officer, director or consultantcourt may reduce such restrictions to those which it deems reasonable under the circumstances. (c) Employee's obligations under (a) Employee agrees and (b) acknowledges that Employer does not have any adequate remedy at law for the breach or threatened breach by him of this section shall continue covenant and agrees that Employer may in force only while addition to the other remedies which may be available to it under this Agreement, file a suit in equity to enjoin Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occursbreach or threatened breach.

Covenant Not to Compete. (ai) Subject In further consideration of the compensation to be paid to the provisions Executive hereunder, the Executive acknowledges that during the course of (c) his employment with the Company he has and shall become familiar with the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his services shall be of this sectionspecial, without the express prior written consent of unique and extraordinary value to the Company, Employee will and therefore, the Executive agrees that during the Term of Employment and for a period of (1) in the case of a termination by the Company without Cause or by Executive as a result of a Constructive Termination, 12 months or (2) in the case of a termination of employment for any other reason, 18 months thereafter (the “Noncompete Period”), the Executive shall not serve directly or indirectly (whether as an employee, officer, director or consultant, investor, independent contractor, or director): (A) engage, enter into or attempt to enter into, or manage, control, participate in, consult with, render services for, or be employed by, a Restricted Business (as defined below) that directly or indirectly competes with the Company or any of its Subsidiaries in the United States or other jurisdictions in which the Company or any other similar capacity of its Subsidiaries conducts or make investments is developing business or has demonstrable plans to conduct business; provided, however, that this clause (other than open market investments in no A) shall not apply following the expiration of the Term of Employment as a result of a notice from the Company or the Executive pursuant to Section 2; provided, further, that nothing herein shall prohibit the Executive from being a passive owner of not more than five percent (5%) of the outstanding stock of any class of a corporation that is publicly traded companytraded, so long as the Executive has no active participation in the business of such corporation; or (B) in (i) induce or on behalf of attempt to persuade any personformer or then current employee, firmagent, corporationmanager, association consultant, director, customer, counterparty or other entity whose activities directly compete with the activities business relationship of the Company where or any of its Subsidiaries to terminate such employment may involve assisting such competitor with such activities as or other relationship (including, without limitation, by making any negative or disparaging statements or communications regarding the Employee performed on behalf Company or any of its Subsidiaries) or (ii) hire any Person who was an employee of the Company which directly compete with those now existing or contemplated as any of this date; provided, however, its Subsidiaries within the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable 12 month period prior to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantTermination Date. (cii) Employee's obligations under (a) and (b) For the purposes of this section Section 13, a “Restricted Business” shall continue in force only while Employee is receiving salary payments from mean a financial guaranty insurance, specialized surety, credit derivative and/or structured finance business, whether existing or to be formed and without regard to its claims-paying ability, or any other business which the Company after termination, provided that if there has been a "Change in Control," as defined below, then or any of its Subsidiaries conducts or is developing or considering for development during the provisions Term of (a) and (b) of this section shall have no further force and effect after Employment or on the date that such Change of Control occursTermination Date.

Covenant Not to Compete. (a) Subject During the five (5) years from and after the Closing Date (the “Restricted Period”), Interest Holder shall not, directly or indirectly, (i) take any action that results or may reasonably be expected to result in owning, leasing, managing, operating, joining, extending credit to, controlling, or participating in the provisions ownership, leasing, management, operation, extension of (c) of this sectioncredit to, without the express prior written consent or control of, whether as an employer, shareholder, employee, director, manager, lender, joint venturer, member, consultant, advisor or partner, whether or not compensated for any of the Companyforegoing, Employee will not serve with, any business that directly or indirectly anywhere within the Restricted Region (as defined below) engages in or derives any economic benefit from, or is preparing to engage in or derive any economic benefit from, the Restricted Business (as defined below) or (ii) for his own account or for the account of others, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected as an employer, shareholder, employee, officerdirector, director or manager, lender, joint venturer, member, consultant, advisor or partner, whether or not compensated for any of the foregoing, with, any business that directly or indirectly anywhere within the Restricted Region (as defined below) engages in, or takes affirmative action to prepare to engage in or derive any other similar capacity or make investments (other than open market investments in no more than economic benefit from, the Restricted Business; provided that the foregoing shall not prohibit Interest Holder from passively owning five percent (5%) or less of any class of securities of any publicly-held company, provided, further, that the Restricted Period shall be tolled during any period that Interest Holder is in breach of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as terms of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andAgreement. (b) Subject to the provisions of (c) For purposes of this sectionAgreement, without “Restricted Region” means anywhere in Nevada, California, Florida, and New Mexico, which are the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity jurisdictions in the solicitation, recruitment or hiring of any person engaged by which the Company as an employee, officer, director conducts business or consultantreasonably expects to conduct business within the next twelve (12) months. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.

Covenant Not to Compete. In order to ensure that Purchaser will realize the benefits of the transactions contemplated hereby, Sellers agree with Purchaser that Sellers will not, directly or indirectly, alone or as a partner, joint venturer, officer, director, employee, consultant, agent, independent contractor, trustee, custodian, fiduciary, lender, or security holder of any company, business, or entity, or otherwise: (a) Subject to for a period of three (3) years following the provisions Closing Date, engage in, or finance or provide financial assistance with respect to, any business activity currently conducted by Seller or Purchaser, or conducted by either of them in the preceding three (c3) of this sectionyears, including, without limitation, the express prior written consent Business, in the Restricted Territory except on behalf of Purchaser; provided, however, that, the Company, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more beneficial ownership of less than five percent (5%) of the outstanding shares of stock of any publicly corporation having a class of equity securities actively traded companyon a national securities exchange or over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this section; (b) for a period of three (3) years following the Closing Date, directly or indirectly: (i) induce any Person which is a customer of Purchaser, its subsidiaries and their respective Affiliates, successors, or assigns (collectively, the "Purchaser Companies") to patronize any business directly or indirectly in competition with the Business conducted by the Purchaser Companies in the Restricted Territory; (ii) canvass, solicit, or on behalf accept from any Person which is a customer of the Purchaser Companies in the Restricted Territory, any such competitive business; or (iii) request or advise any Person which has a business relationship with the Purchaser Companies in the Restricted Territory to withdraw, curtail, or cancel any such Person's business with such entity; (c) for a period of three (3) years following the Closing Date, directly or indirectly employ, or solicit the employment of, any person who was employed by Seller or the Purchaser Companies at or within the prior six (6) months, or in any manner seek to induce any such person to leave his or her employment; and (d) at any time following the Closing Date, directly or indirectly, in any way utilize, disclose, copy, reproduce, or retain in its or their possession Seller's proprietary rights or records, including, but not limited to, any of its customer lists. Notwithstanding the foregoing, Seller may retain copies of all of its financial statements for tax reporting purposes. Each of the Sellers agrees and acknowledges that the restrictions contained in this section are reasonable in scope and duration and are necessary to protect the Purchaser Companies after the Closing. The parties agree and acknowledge that any breach of this section will cause irreparable damage to the Purchaser Companies and upon breach of any personprovision of this section, firmthe Purchaser Companies shall be entitled to injunctive relief, corporationspecific performance, association or other entity whose activities directly compete with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this dateequitable relief; provided, however, that, this shall in no way limit any other remedies which the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms Purchaser Companies may have (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this sectionincluding, without limitation, the express prior written consent right to seek monetary damages). Purchaser and each of the CompanySellers hereby agrees that Purchaser may assign, he will not solicitwithout limitation, recruit or hire, or assist the foregoing restrictive covenants to any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantsuccessor to Purchaser's business. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.

Covenant Not to Compete. (a) Subject to Executive hereby acknowledges and recognizes the provisions of (c) of this section, without the express prior written consent highly competitive nature of the Companybusiness of the Corporation and the Bank and accordingly agrees that, Employee will not serve during and for the applicable period set forth in Section 9(c) hereof, Executive shall not, except as an otherwise permitted in writing by the Bank:  (i) be engaged, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director or consultantdirector, or in any other similar capacity or make investments proprietor, investor (other except as an investor owning less than open market investments in no more than five percent (5%) % of the outstanding stock of any a publicly traded owned company) in or on behalf otherwise of any person, firm, corporationcorporation or enterprise engaged in (1) the banking industry (including bank holding company), association or (2) any other activity in which the Corporation or the Bank or any of their subsidiaries are engaged during the Employment Period, and remain so engaged at the end of the Employment Period, in any county in which a branch, office or other entity whose activities directly compete with the activities facility of the Company where Corporation or the Bank is located during the Employment Period or in any county contiguous to such employment may involve assisting such competitor with such activities as county (the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date“Non-Competition Area”); provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (bii) Subject provide financial or other assistance to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporationcorporation or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, association or (2) any other entity activity in which the Corporation or the Bank or any of their subsidiaries are engaged during the Employment Period, and remain so engaged at the end of the Employment Period, in the Non-Competition Area;  (iii) directly or indirectly solicit (including advertising, social media or outreach) persons or entities who were customers, prospects or referral sources of the Corporation, the Bank or their subsidiaries within one (1) year of Executive’s termination of employment, to become a customer or referral source of a person or entity other than the Corporation, the Bank or their subsidiaries, provided, however that the use of general advertising or social media posts not targeted specifically to such customers, prospects or referral sources, shall not be deemed to be direct or indirect solicitation; or, recruitment  (iv) directly or hiring indirectly solicit employees of the Corporation, the Bank or their subsidiaries who were employed within two (2) years of Executive’s termination of employment to work for anyone other than the Corporation, the Bank or their subsidiaries.  (b) It is expressly understood and agreed that, although Executive and the Corporation and the Bank consider the restrictions contained in Section 9(a) hereof reasonable for the purpose of preserving for the Corporation and the Bank and their subsidiaries their goodwill and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any person engaged by other restriction contained in Section 9(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the Company provisions of Section 9(a) hereof shall not be rendered void but shall be deemed amended to apply as an employee, officer, director to such maximum time and territory and to such other extent as such court may judicially determine or consultant.indicate to be reasonable.  (c) Employee's obligations under (a) and (b) The provisions of this section Section 9 shall continue in force only while Employee is receiving salary payments from be applicable, commencing on the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) date of this section shall have no further force Agreement and effect after ending on the second anniversary date that such Change of Control occurs.the effective date of termination of employment. 

Covenant Not to Compete. (a) Subject to Executive hereby acknowledges and recognizes the provisions of (c) of this section, without the express prior written consent highly competitive nature of the Companybusiness of HNC and accordingly agrees that, Employee will not serve during and for the applicable period set forth in Section 8(c) hereof, Executive shall not: (i) be engaged, directly or indirectly, either for his own account or as an agent consultant, employee, partner, officer, director director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or consultantotherwise of any person, firm, corporation or enterprise engaged in (1) the banking (including bank and financial holding company) or financial services industry, or (2) any other activity in which HNC or any of its subsidiaries are engaged during the Employment Period, in any county in which, at any time during the Employment Period or at the date of termination of the Executive’s employment, a branch, office or other facility of HNC or any of its subsidiaries is located, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) county contiguous to such a county, including contiguous counties located outside of the outstanding stock Commonwealth of any publicly traded companyPennsylvania (the “Non-Competition Area”); or (ii) in provide financial or on behalf of other assistance to any person, firm, corporation, association or enterprise engaged in (1) the banking (including bank and financial holding company) or financial services industry, or (2) any other activity in which HNC or any of its subsidiaries are engaged during the Employment Period, in the Non-Competition Area; or (iii) directly or indirectly contact, solicit or induce any person, corporation or other entity whose activities directly compete with who or which is a customer or referral source of HNC or any of its subsidiaries or affiliates, during the activities term of the Company where such Executive’s employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms date of termination of Executive’s employment to become a customer or referral source of any person or entity other then HNC or one of its subsidiaries or affiliates; or (iv) directly or terms more favorable indirectly solicit, induce or encourage any employee of HNC or any of its subsidiaries or affiliates, who is employed during the term of Executive’s employment or on the date of termination of Executives employment, to leave the Company) as those offered employ of HNC or any of its subsidiaries or affiliates, or to unaffiliated third parties are specifically excluded from this section; andseek, obtain or accept employment with any person or entity other than HNC or any of their subsidiaries or affiliates. (b) Subject to It is expressly understood and agreed that, although Executive and HNC consider the restrictions contained in Section 8(a) hereof reasonable for the purpose of preserving for HNC and its subsidiaries their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Section 8(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of (cSection 8(a) of this section, without the express prior written consent of the Company, he will hereof shall not solicit, recruit be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantindicate to be reasonable. (c) Employee's obligations under The provisions of this Section 8 shall be applicable commencing on the date of this Agreement and ending on one of the following dates, as applicable: (ai) and if Executive’s employment terminates in accordance with the provisions of Section 3 (bother than Section 3(a) relating to non-renewal or 3(b) relating to termination for Cause), the first anniversary date of the effective date of termination of employment; or (ii) if Executive’s employment terminates in accordance with the provisions of Section 3(b) of this section shall continue Agreement (relating to termination for Cause) or the Executive voluntarily terminates his employment other than in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then accordance with the provisions of Section 5 hereof, the first anniversary date of the effective date of termination of employment; or (aiii) and if the Executive voluntarily terminates his employment in accordance with the provisions of Section 5 hereof, the first anniversary date of the effective date of termination of employment; or (biv) if the Executive’s employment is involuntarily terminated in accordance with the provisions of this section shall have no further force and effect after Section 7 hereof, the first anniversary date that such Change of Control occursthe effective date of termination of employment.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees with the Company that during the term hereof and for a period expiring 12 months after the termination or expiration of this Agreement, Employee will not directly or indirectly (ai) Subject operate, develop or own any interest (other than the ownership of less than 5% of the equity securities of a publicly traded company other than the Company or any entity controlling the Company) in any business which has significant (viewed in relation to the provisions business of the Company) activities relating to the ownership, management or operation of, or consultation regarding a casual dining restaurant of which steak sales constitute 35% or more of total restaurant sales (ca "Restaurant"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of this sectionany Restaurant within the 48 contiguous states of the United States of America; (iii) be employed by or consult with any business which owns, without manages or operates a Restaurant; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the express prior written consent Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, Employee will not serve as an employeeor its subsidiaries or affiliates; or (v) solicit any present or known prospective management employee (including all corporate officers and managers, officer, director all area or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%divisional directors and all restaurant general managers) of the outstanding stock of any publicly traded company) in Company, or on behalf of any personits subsidiaries or affiliates, firm, corporation, association or other entity whose activities directly compete to leave their employment with the activities of Company or its subsidiaries or affiliates, or hire any management employee who was employed by the Company where within six months prior to the date of such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this datehiring to work in any capacity; provided, however, that this Section 4.1 shall not apply if Employee's employment hereunder is terminated without cause prior to the Company recognizes expiration of the Agreement. 4.2 If a judicial determination is made that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to of the provisions of (c) of this sectionSection 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this section Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall have no further force nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and effect after suspended as to Employee for a period equal to the date that aggregate quantity of time during which Employee violates such Change of Control occursprohibitions in any respect.

Covenant Not to Compete. (a) Subject Executive agrees that, from the date he signs this Agreement until * , he will not, within any part of the United States where any Company is either engaged in the property and casualty insurance business and related businesses or has, within the twelve (12) month period before * , been actively planning to engage in such businesses: (1) engage directly or indirectly, in any capacity (including but not limited to owner, sole proprietor, partner, shareholder (unless his holding is for investment purposes only and is limited to less than 1% of the provisions total combined voting power of all shares), employee, agent, consultant, officer or director) in any business which competes with the PC Business; (c2) solicit or attempt to solicit any customers of this sectionthe PC Business on behalf of such competing business, without the express prior written consent of the CompanyChief Executive Officer of CIGNA or his designee * ; or (3) employ, Employee will not serve as an employeeengage for hire, officer, director solicit the employment or consultantengagement for hire, or in any other similar capacity otherwise attempt to employ or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in engage for hire, by or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this sectioncompeting business, without the express prior written consent of the CompanyChief Executive Officer of CIGNA or his designee * , he will not solicit, recruit any person who within the prior twelve (12) month period has been an officer or hire, or assist employee of any person, firm, corporation, association or other entity company engaged in the solicitationPC Business, recruitment unless such officer or hiring of any person engaged employee has been involuntarily terminated by the Company as an employee, officer, director or consultantthat company. (c) Employee's obligations under (a) and (b) The provisions of this section shall continue in subparagraph 11(a) will be of no force only while Employee or effect if Executive's employment is receiving salary payments from the Company after terminationterminated and: (1) The termination is a Termination upon a Change of Control, provided that if there has been a "Change in Control," as defined belowin the CIGNA Corporation Severance Benefits Plan for Members of the Executive Group, then and * ; (2) or (3) The termination is initiated by CIGNA Companies * ; however, this subparagraph 11(b)(3) shall not apply if the provisions termination is either (A) on account of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.Executive's misconduct, as described in published

Covenant Not to Compete. (a) Subject to Executive hereby acknowledges and recognizes the provisions of (c) of this section, without the express prior written consent highly competitive nature of the Companybusiness of HNC and the Bank and accordingly agrees that, Employee will not serve during his employment and for a period of one (1) year following the date of termination of Executive’s employment, regardless of the reason for termination, Executive shall not: (i) in any county in which, at any time during the Employment Period or as an employeeof the date of termination of the Executive's employment, officera branch, director office or consultantother facility of HNC or any of its subsidiaries is located, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) county contiguous to such a county, including contiguous counties located outside of the outstanding Commonwealth of Pennsylvania (the "Non-Competition Area") be engaged, directly or indirectly, either for his own account or as agent consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of any a publicly traded owned company) or otherwise of any person, firm, corporation or enterprise engaged in the banking (including bank and financial holding company) or on behalf financial services industry, or any other activity in which HNC or any of its subsidiaries are engaged during the Employment Period; or (ii) in the Non-Competition area provide financial or other assistance to any person, firm, corporation, association or enterprise engaged in the banking (including bank and financial holding company) or financial services industry, or any other activity in which HNC or any of its subsidiaries are engaged during the Employment Period; or (iii) directly or indirectly contact, solicit or attempt to induce any person, corporation or other entity whose activities directly compete with who or which is a customer or referral source of HNC, or any of its subsidiaries or affiliates, during the activities term of the Company where such Executive's employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms date of termination of Executive's employment, to become a customer or referral source of any person or entity other then HNC or one of its subsidiaries or affiliates; or (iv) directly or terms more favorable indirectly solicit, induce or encourage any employee of HNC or any of its subsidiaries or affiliates, who is employed during the term of Executive's employment or on the date of termination of Executive’s employment, to leave the Company) as those offered employ of HNC or any of its subsidiaries or affiliates, or to unaffiliated third parties are specifically excluded from this section; andseek, obtain or accept employment with any person or entity other than HNC or any of their subsidiaries or affiliates. (b) Subject to It is expressly understood and agreed that, although Executive and HNC consider the restrictions contained in Section 8(a) hereof reasonable for the purpose of preserving for HNC and its subsidiaries their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Section 8(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of (cSection 8(a) of this section, without the express prior written consent of the Company, he will hereof shall not solicit, recruit be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantindicate to be reasonable. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.

Covenant Not to Compete. (a) Subject to Employee hereby acknowledges and recognizes the provisions of (c) of this section, without the express prior written consent highly competitive nature of the Companybusiness of the Bank and the Corporation and accordingly agrees that, during and for the applicable period set forth in Section 8(c) hereof, Employee will not serve shall not, except as an otherwise permitted in writing by the Bank and the Corporation: (i) be engaged, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director or consultantdirector, or in any other similar capacity or make investments proprietor, investor (other except as an investor owning less than open market investments in no more than five percent (5%) % of the outstanding stock of any a publicly traded owned company) in or on behalf otherwise of any person, firm, corporationcorporation or enterprise engaged in (1) the banking (including bank and corporation holding company) or financial services industry, association or (2) any other activity in which the Bank and the Corporation or any of their respective affiliates are engaged during the Employment Period, and remain so engaged at the end of the Employment Period, within a twenty (20) mile radius of the Bank’s main office located at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, Pennsylvania (the “Non-Competition Area”); or (ii) provide financial or other entity whose activities directly compete with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable assistance to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation. or enterprise engaged in (1) the banking (including bank and corporation holding company) or financial services industry, association or (2) any other entity activity in which the Bank and the Corporation or any of its affiliates are engaged during the Employment Period, in the solicitationNon-Competition Area; or (iii) directly or indirectly solicit persons or entities who were customers or referral sources of the Bank and the Corporation or their respective affiliates within one year of Employee’s termination of employment, recruitment to a become customer or hiring referral source of a person or entity other than the Bank and the Corporation or their respective affiliates; or (iv) directly or indirectly solicit employees of the Bank and the Corporation or their respective affiliates who were employed within one year of Employee’s termination of employment to work for anyone other than the Bank and the Corporation or their respective affiliates. (b) It is expressly understood and agreed that, although Employee and the Bank and the Corporation consider the restrictions contained in Section 8(a) hereof reasonable for the purpose of preserving for the Bank and the Corporation and their respective subsidiaries their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any person engaged by other restriction contained in Section 8(a) hereof is an unreasonable or otherwise unenforceable restriction against Employee, the Company provisions of Section 8(a) hereof shall not be rendered void but shall be deemed amended to apply as an employee, officer, director to such maximum time and territory and to such other extent as such court may judicially determine or consultantindicate to be reasonable. (c) The provisions of this Section 8 shall be applicable, commencing on the Effective Time and ending as follows: (i) if Employee's obligations under ’s employment terminates as a result of Employee giving notice of non-renewal of this Agreement or if Employee voluntarily terminates his employment without Good Reason, the second anniversary date of the effective date of termination of employment; or (aii) and (bif Employee’s employment terminates in accordance with the provisions of Section 4(b) of this section shall continue Agreement (relating to termination with or without Cause), the second anniversary date of the effective date of termination of employment; or (iii) if Employee terminates his employment in force only while Employee is receiving salary payments from accordance with Section 4(c) (relating to Good Reason termination), the Company after termination, provided that if there has been a "Change in Control," as defined below, then second anniversary date of the provisions effective date of (a) and (b) termination of this section shall have no further force and effect after the date that such Change of Control occursemployment.

Covenant Not to Compete. (a) Subject to JEM covenants and agrees that during the provisions of (c) term of this section, without Agreement and in the express prior written consent event of the Company's close of its initial public offering, Employee will not serve as an employeefor a period of one (1) year thereafter, officerJEM shall not, director directly or consultantindirectly: 3 1. operate or own any interest in any business which has significant (viewed in relation to the business of the Company) activities relating to the acquisition, ownership, management of, or in any other similar capacity consultation regarding chiropractic and medical care, rehabilitation, physical therapy, occupational therapy, acupuncture, and/or diagnostic facilities (individually or make investments (collectively the "Clinic") other than open market investments in no more than affiliates of the Company or up to five percent (5%) of the outstanding stock equity securities of any a publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly . 2. compete with the activities Company or its subsidiaries or affiliates in the operation or development of any Clinic within the forty-eight (48) contiguous states of the United States of America. 3. be employed by or consult with any business which owns, manages, operates, or engages in the consulting business regarding Clinics if JEM's employment duties or consultation (other than insignificant or non-competitive activities) involves Clinic operations. 4. solicit or attempt to solicit any employee of the Company, or commit an act the primary purpose of which is to induce any employee of the Company where such employment may involve assisting such competitor with such activities as or any of its affiliates to leave the Employee performed on behalf of the Company which directly compete with those now existing Company's employ, or contemplated as of this date; providedsignificantly interfere with, howeverdisrupt or attempt to disrupt any past, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (present, or terms more favorable prospective relationship, contractual or otherwise, relating to the Company's business activities between the Company and its prospects, customers and suppliers. Nothing in this subsection (a) as those offered will preclude JEM from continuing to unaffiliated third parties are specifically excluded from provide management services to chiropractic practices in which JEM had a financial, contractual or developmental interest prior to the execution of this section; andAgreement or to which the Company otherwise agrees to in writing. (b) Subject The parties hereto consider the restrictions contained in Section 6 to the provisions be reasonable. If, however, such restrictions are found by any court having jurisdiction to be unreasonable because they are (or any of (cthem is) too broad, then such restriction or restrictions shall nonetheless remain effective, but shall be considered amended as to protection of this sectionbusiness, without the express prior written consent of the Company, he will not solicit, recruit or hiretime, or assist any persongeographic area in whatever manner is considered reasonable by that court and, firmas so amended, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantshall be enforced. (c) Employee's obligations under (a) and (b) The provisions of this section section, in the event of the Company's completion of its initial public offer, shall continue in force only while Employee is receiving salary payments from survive the Company after termination, provided that if there has been a "Change in Control," as defined belowfor any reason, then the provisions of (a) and (b) of this section Agreement and shall have no further force and effect after the date that such Change of Control occursbe separately enforceable.

Covenant Not to Compete. (a) Subject As a material inducement to the provisions Purchaser and Newco's consummation of (c) the Merger, the Seller shall not, during the Restricted Period, do any of this sectionthe following, directly or indirectly, without the express prior written consent of the CompanyPurchaser in its sole discretion: (a) compete, Employee will not serve directly or indirectly, with the Purchaser, the Surviving Corporation or the Company or any of their respective Affiliates or Subsidiaries, or any of their respective successors or assigns, whether now existing or hereafter created or acquired (collectively, the "Related Companies"), or otherwise engage or participate, directly or indirectly, in any business conducted by Purchaser or a Subsidiary (the "Restricted Business") within any geographic area located within the United States of America, its possessions or territories (the "Restricted Area"); (b) become interested (whether as an employeeowner, stockholder, lender, partner, co-venturer, director, officer, director employee, agent, consultant or consultantotherwise), directly or indirectly, in any other similar capacity or make investments (other than open market investments Person that engages in no the Restricted Business within the Restricted Area; provided, that nothing contained in this Section 8.2(b) shall prohibit the Seller from owing, as a passive investor, not more than five percent (5%) of the outstanding stock securities of any class of any publicly-traded securities of any publicly traded company) in held Company listed on a well-recognized national securities exchange or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities an interdealer quotation system of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf National Association of the Company which directly compete with those now existing or contemplated as of this dateSecurities Dealers, Inc; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant.or (c) Employeesolicit, call on, divert, take away, influence, induce or attempt to do any of the foregoing, in each case within the Restricted Area, with respect to the Purchaser's, the Surviving Corporation's, the Company's obligations under or any of their respective Related Companies' (aA) and customers or distributors or prospective customers or distributors (bwherever located) with respect to goods or services that are competitive with those of this section shall continue the Purchaser, the Surviving Corporation, the Company, or any of their respective Related Companies, (B) suppliers or vendors or prospective suppliers or vendors (wherever located) to supply materials, resources or services to be used in force only while Employee is receiving salary payments from connection with goods or services that are competitive with those of the Purchaser, the Surviving Corporation, the Company after terminationor any of their respective Related Companies, provided that if there has been a "Change in Control," as defined below(C) distributors, then consultants, agents, or independent contractors to terminate or modify any contract, arrangement or relationship with the provisions Purchaser, the Surviving Corporation, the Company or any of their respective Related Companies or (aD) and employees (bother than family members) to leave the employ of this section shall have no further force and effect after the date that such Change Purchaser, the Surviving Corporation, the Company or any of Control occurstheir respective Related Companies.

Covenant Not to Compete. (a) Subject In the event that any provision of this Section should ever be deemed to exceed the time, geographic or occupational limitations permitted by any applicable laws, then such provision shall be reformed to the provisions of (c) of this sectionmaximum time, without the express prior written consent of the Company, Employee will not serve as an employee, officer, director geographic or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned occupational limitations permitted by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andapplicable laws. (b) Subject During the course of employment by NSR and for a period of one (1) year after termination of employment with NSR, Employee will not: (i) directly or indirectly induce any client of NSR or its successors to patronize any similar business other than that of NSR or its successors; (ii) directly or indirectly request or advise any client of NSR or its successors to withdraw, curtail, or cancel such client’s or patient’s business with NSR or its successors, or (iii) directly or indirectly disclose to any other person, partnership or corporation the provisions of (c) of this sectionnames, without the express prior written consent addresses, or any medical information related to any of the Company, he will not solicit, recruit clients of NSR or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantits successors. (c) During the term of the Employee's obligations under ’s employment by NSR, and within a one year period thereafter, Employee shall not directly or indirectly, whether individually or in a managerial capacity, on behalf of Employee or any third person, firm, staffing agency, corporation or other entity, engage in any of the following activities: (ai) enter into the employ or operation of a hospital, nursing facility, staffing agency, therapy provider, state owned health care facility or other related business as an owner, manager, Employee, consultant or any other type of employment by any entity or individual engaged in the provision of therapy or staffing services and located or doing business within one hundred miles of the principal place of any business served by NSR; or (bii) hire any Employee of NSR, or induce or endeavor to induce any Employee of NSR to discontinue employment with NSR for the purpose of working or assisting in any business or activity related to the operation of or employment by a hospital, nursing facility, staffing agency, home care company, or other related business enterprise located or doing business within one hundred miles of the principal place of any business served by NSR. (d) In the event of violation by Employee of any of the covenants contained in this section Section, the term of such covenant shall continue in force only while Employee is receiving salary payments be automatically extended for an additional one (1) year from the Company after terminationday on which the Employee permanently ceases such violation, provided that if there has been or for a "Change in Control," as defined below, then the provisions period of two (a2) and (b) of this section shall have no further force and effect after years from the date that of entry by a court of competent jurisdiction of a final judgment or order enforcing such Change covenant, whichever period is longer. The existence of Control occursany claim or cause of action by Employee against NSR shall not constitute a defense to the enforcement by NSR of any covenants set forth in this agreement. (e) Nothing in this Agreement prohibits the Employee from accepting employment in any other setting in which the Employee and the subsequent employer are not engaged as a referral source or heath care provider, or as a provider of medical personnel, and the Employee’s knowledge of NSR business practices is not being utilized in any way to benefit the new employer.

Covenant Not to Compete. The Employee shall not, during the Term, including any extensions of the Term, and for a period of one (a1) Subject to year thereafter (the provisions "Restricted Period"), do any of (c) of this section, the following directly or indirectly without the express prior written consent of the Company: (a) compete, directly or indirectly, with the Company or any of its respective affiliates or subsidiaries, or any of their respective successors or assigns, whether now existing or hereafter created or acquired (collectively, the "Related Companies"), or otherwise engage or participate, directly or indirectly, in any document management business conducted or contemplated to be conducted by a Related Company, as the same are conducted or contemplated to be conducted (as has been determined by the Board) during the Term with respect to any period during the Term or any other business conducted by the Company in which the Employee will not serve is or has been actively engaged (the "Restricted Business") within any geographic area located within the United States of America, its possessions or territories (the "Restricted Area"); (b) become interested (whether as an employeeowner, stockholder, lender, partner, co-venturer, director, officer, director employee, agent, consultant or consultantotherwise), directly or indirectly, in any person, firm, corporation, association or other similar capacity or make investments (other than open market investments entity that engages in no the Restricted Business within the Restricted Area; provided, that nothing contained in this Section 8(b) shall prohibit Employee from owing, as a passive investor, not more than five percent (5%) of the outstanding stock securities of any class of any publicly-traded securities of any publicly traded company) in held company listed on a well-recognized national securities exchange or on behalf an interdealer quotation system of the National Association of Securities Dealers, Inc; (c) solicit, call on, divert, take away, influence, induce or attempt to do any personof the foregoing, firmin each case within the Restricted Area, corporation, association with respect to the Company's or other entity whose activities directly compete any of its Related (A) customers or distributors or prospective customers or distributors (wherever located) with the activities respect to goods or services that are competitive with those of the Company where such employment may involve assisting such competitor or any of its Related Companies, (B) suppliers or vendors or prospective suppliers or vendors (wherever located) to supply materials, resources or services to be used in connection with such activities as the Employee performed on behalf goods or services that are competitive with those of the Company which directly compete or any of its Related Companies, (C) distributors, consultants, agents, or independent contractors to terminate or modify any contract, arrangement or relationship with those now existing or contemplated as of this date; provided, however, the Company recognizes that or any investment made by Employee in oil and gas properties owned of its Related Companies or (D) employees (other than family members) to leave the employ of the Company or any of its Related Companies. (d) influence or attempt to influence any supplier, customer or potential customer of the Company or any of the Related Companies to terminate or modify any written or oral agreement or course of dealing with the Company or the Related Companies; or (e) influence or attempt to influence any person (other than a family member) to either (i) terminate or modify his employment, consulting, agency, distributorship or other arrangement with the Company or any of the Related Companies, or (ii) employ or retain, or arrange to have any other person or entity employ or retain, any person who has been employed or retained by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent any of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company Related Companies as an employee, officerconsultant, director agent or consultant. (c) distributor of the Company or the Related Companies at any time during the one year period immediately preceding the termination of Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occursemployment hereunder.

Covenant Not to Compete. (a) Subject to the provisions of (c) of this section, without the express prior written consent For and in consideration of the Companybenefits derived by the Shareholders pursuant to this Agreement, Employee will not serve as an employeeeach Shareholder, officerother than those who enter into employment agreements pursuant to Section 4.6, director agrees that, with respect to each State of the United States or consultantother jurisdiction, or specified portions thereof, in any other similar capacity which he, she, or make investments Southport or its Subsidiary regularly: (other than open market investments in no more than five percent A) makes contact with customers of Southport or its Subsidiary; (5%B) conducts the business of the outstanding stock of any publicly traded companySouthport or its Subsidiary; or (C) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with supervises the activities of other employees of Southport or its Subsidiary, in locations identified in Schedule 4.9 attached hereto and forming a part of this Agreement, and in which Southport or its Subsidiary engaged in Business on the Company where such employment may involve assisting such competitor with such Closing Date or the Date of Termination (collectively, the "Subject Areas"), the Shareholder will, for a period of two years following the Closing Date, restrict his or her activities as follows: (i) The Shareholder will not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive, managerial or supervisory capacity by, or otherwise engage or participate in or allow his or her skill, knowledge, experience or reputation to be used in connection with, the Employee performed on behalf ownership, management, operation or control of, any company or other business enterprise engaged in the Business within any of the Company which directly compete with those now existing or contemplated as of this date; Subject Areas, provided, however, the Company recognizes that any investment made by Employee in no provision hereof shall prohibit ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ from providing consulting services to oil and gas properties owned by exploration, production and engineering companies (but not companies engaged in the Company which investments are made construction or fabrication of oil and gas drilling or production platforms or the components thereof) with respect to the design of living quarters; (ii) The Shareholder will not call upon any customer of Southport or its Subsidiary for the purpose of soliciting, diverting or enticing away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such person or entity and Southport or its Subsidiary; (iii) The Shareholder will not solicit, induce, influence or attempt to influence any supplier, lessor, licensor, potential acquiree or any other person who has a business relationship with Southport or its Subsidiary, or who on the same terms Date of Termination is engaged in discussions or negotiations to enter into a business relationship with Southport or its Subsidiary, to discontinue or reduce the extent of such relationship with Southport or its Subsidiary; (iv) The Shareholder will not make contact with any of the employees of Southport or terms more favorable to its Subsidiary with whom he had contact during the Company) course of his or her relationship with Southport for the purpose of soliciting such employee for hire, whether as those offered to unaffiliated third parties are specifically excluded from this sectionan employee or independent contractor, or otherwise disrupting such employee's relationship with Southport or its Subsidiary; and (v) The Shareholder will not hire, on behalf of himself or any company engaged in the Business with which the Shareholder is associated, any employee of Southport or its Subsidiary as an employee or independent contractor, whether or not such engagement is solicited by the Shareholder. (b) Subject Each such Shareholder agrees that from time to the provisions of (c) of this sectiontime he or she will, without the express prior written consent of the Companyupon Southport's request, he will not solicitpromptly execute any supplement, recruit or hireamendment, or assist any person, firm, corporation, association restatement or other entity modification of Schedule 4.9 as may be necessary or appropriate to correctly reflect the jurisdictions which, at the time of such modification, should be covered by Schedule 4.9 and this Section 4.9. All references to Schedule 4.9 in the solicitationthis Agreement shall be deemed to refer to Schedule 4.9 as so supplemented, recruitment amended, restated or hiring of any person engaged by the Company as an employee, officer, director or consultantotherwise modified from time to time. (c) Employee's obligations under Each such Shareholder will not after the Closing Date retain, make use of or disclose to any person any customer lists prepared in connection with or used by Southport and its Subsidiary. (ad) and (b) Upon any actual or threatened breach or violation of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then any of the provisions of (a) and (b) this Section 4.9, Purchaser shall be entitled to injunctive relief in any court of this section competent jurisdiction at any location at which the breaching party is domiciled or engaged in business. Nothing herein, however, shall have no further force and effect after be construed as prohibiting Purchaser from pursuing any other remedies of law or at equity available to it for such breach or violation or threatened breach or violation. Should a court of competent jurisdiction declare any of the date that covenants set forth in Section 4.9 unenforceable due to an unreasonable geographic restriction or otherwise, the Parties intend for such Change of Control occurscourt to modify or limit such covenant according to the severability provisions set forth in Section 8.8.

Covenant Not to Compete. (a) Subject to Management Member agrees that, beginning on the provisions of (c) of this sectionClosing Date and ending on June 30, 2020, Management Member will not, directly or indirectly, without the express prior written consent of the CompanyBoard, Employee will not serve except when and as requested to do so in and about the performance of his duties for TGE GP or any of its direct or indirect subsidiaries (collectively, the “Constituent Companies”): (a) own, manage, operate, control or participate in the ownership, management, operation or control of, or have any interest (financial or otherwise) in, or act as an officer, director, partner, principal, member, manager, shareholder, employee, officeragent, director representative, consultant or consultantindependent contractor of, or in any other similar capacity way assist any person or make investments (other than open market investments entity in no more than five percent (5%) of the outstanding stock of conduct of, any publicly traded company) business located in or on behalf doing business in the Restricted Area that is competitive with any business engaged in by a Constituent Company, including, but not limited to, any business in the energy midstream industry, which includes, without limitation the transportation, gathering, processing, treating, compression, fractionation, terminalling, storing and disposal of any personnatural gas, firmcrude oil, corporationwater, association condensate or other entity whose activities directly compete with liquid or gaseous hydrocarbons or the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this dateproducts therefrom; provided, however, that notwithstanding the Company recognizes foregoing, Management Member may own passive investments of up to 5% of the outstanding equity securities in any entity that is listed upon a national stock exchange or actively traded in the over-the-counter market so long as Management Member does not have the power, directly or indirectly, to control or direct the management or affairs of any investment made by Employee such entity and is not involved in, directly or indirectly: (x) controlling, directing, managing or operating, or (y) participating in oil and gas properties owned by the Company which investments are made on control, direction, management or operation of such entity or its business or affairs; provided, further, that, notwithstanding the same terms foregoing, Management Member may passively invest money with private equity firms or other private entities (or terms more favorable related investment funds or vehicles) that make investments in competing portfolio companies, so long as Management Member does not have the power, directly or indirectly, to control or direct the Companyactivities of the private equity firm or other private entities (or related investment funds or vehicles) as those offered to unaffiliated third parties are specifically excluded from this sectionand is not involved in, directly or indirectly, (x) controlling, directing, managing or operating, or (y) participating in the control, direction, management or operation of the investment in any competing portfolio company or such competing portfolio company’s business or affairs; andor (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit entice or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of induce any person engaged by the who has an employee or independent contractor relationship with any Constituent Company as an employee, officer, director to change or consultantend such relationship. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.

Covenant Not to Compete. (a) Subject to The Employee shall not, anywhere in the provisions world, during the Term and for a period of two (c2) years thereafter (the "Restricted Period"), do any of this section, the following directly or indirectly without the express prior written consent of the Company in its sole discretion: (i) engage or participate in business of developing and/or selling supply chain execution software, other than with the Company; (ii) become interested (as owner, Employee will not serve as an employeeproprietor, promoter, stockholder, lender, partner, co-venturer, director, officer, director employee, agent, consultant or consultantotherwise) in any person, firm, corporation, association or other entity engaged in any business that is competitive with the Business or of the business of any subsidiary or affiliate of the Company as conducted during the Term, or become interested in (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) any other similar capacity or make investments (other than open market investments in no more than five percent (5%) portion of the outstanding stock of any publicly traded company) in or on behalf business of any person, firm, corporation, association or other entity whose activities directly compete where such portion of such business is competitive with the activities Business of the Company where such employment may involve assisting such competitor with such activities as or the Employee performed on behalf business of any subsidiary or affiliate of the Company which directly compete with those now existing or contemplated as of this date; provided, howeverconducted during the Term (notwithstanding the foregoing, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms may hold not more than one percent (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c1%) of this section, without the express prior written consent outstanding securities of any class of any publicly-traded securities of a company that is engaged in business activity competitive with the Business or the business of any of the Company's subsidiaries or affiliates as conducted during the Term); (iii) solicit or call on for a purpose competitive with the Business, he will not soliciteither directly or indirectly, recruit or hireany (A) customer with whom the Company shall have dealt at any time during the two (2) year period immediately preceding the termination of the Employee's employment hereunder, or assist (B) supplier or distributor with whom the Company shall have dealt at any persontime during the two (2) year period immediately preceding the termination of the Employee's employment hereunder; (iv) influence or attempt to influence any supplier, firmdistributor, corporationcustomer or potential customer of the Company to terminate or modify any written or oral agreement or course of dealing with the Company; or (v) influence or attempt to influence any person (other than the Employee's Administrative Assistant) either (A) to terminate or modify the employment, association consulting, agency, distributorship or other arrangement with the Company, or (B) to employ or retain, or arrange to have any other person or entity in the solicitationemploy or retain, recruitment or hiring of any person engaged who has been employed or retained by the Company as an employee, officerconsultant, director agent or consultantdistributor of the Company at any time during the twelve (12) month period immediately preceding the termination of the Employee's employment hereunder. (b) The Company acknowledges that, notwithstanding anything to the contrary contained in Section 7(a), after the termination or expiration of this Agreement for any reason, the Employee may engage in performing legal services as outside counsel (but not in-house counsel) on behalf of companies developing and/or selling supply chain execution software. The Employee acknowledges that, notwithstanding anything to the contrary in the first sentence of this Section 7(b), the Employee will be bound by the applicable rules of legal ethics regarding conflicts of interest in performing any such legal services as outside counsel. (c) The Employee hereby acknowledges that the limitations as to time, character or nature and geographic scope placed on the Employee's obligations under (a) subsequent employment by this Section 7 are reasonable and (b) of this section shall continue in force only while Employee is receiving salary payments from fair and will not prevent or materially impair the Company after termination, provided that if there has been Employee's ability to earn a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurslivelihood.

Covenant Not to Compete. (a) Subject The Executive acknowledges that he has been and will continue to be provided with Confidential Information in the course of his employment with the Company. The Executive agrees that in order to protect the Company's Confidential Information, it is necessary to enter into the following restrictive covenant, which is ancillary to the provisions enforceable promises between the Company and the Executive in Section 6(a) of this Agreement. The Executive covenants that the Executive shall, during the term of this Agreement and for a period of one (1) year following the termination of the Executive's employment hereunder for whatever reason other than the expiration of this Agreement by its terms pursuant to Section 1 or pursuant to Section 4(b), observe the following separate and independent covenants: (i) Neither the Executive nor any Affiliate (as defined in subsection (c) of this sectionbelow) will, without the express prior written consent of the Company, Employee will not serve within the Area (as an employeedefined in subsection (c) below), officereither directly or indirectly, director or consultant, or (1) become financially interested in any other similar capacity or make investments a Competing Enterprise (as defined in subsection (c) below) (other than open market investments in no more as a holder of less than five percent (5%) of the outstanding stock voting securities of any publicly traded companyentity whose voting securities are listed on a national securities exchange or quoted by the NASDAQ Stock Market, including the OTC Bulletin Board or any comparable system), or (2) engage in or on behalf of be employed by any personCompeting Enterprise as a consultant, firmofficer, corporationdirector, association or other entity whose activities directly compete with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing executive or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andmanagerial employee. (bii) Subject to Neither the provisions of (c) of this sectionExecutive nor any Affiliate will, without the express prior written consent of the Company, he will not either directly or indirectly, on Executive's own behalf or in the service or on behalf of others, solicit, recruit divert or hireappropriate, or assist attempt to solicit, divert, or appropriate, to any personCompeting Enterprise, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by or entity whose account with the Company as an employee, officer, director was serviced by or consultantunder the Executive's direction or supervision during the term of this Agreement. (ciii) EmployeeNeither the Executive nor any Affiliate will, without the Company's obligations under (a) and (b) prior written consent, either directly or indirectly, on the Executive's own behalf or in the service or on behalf of this section shall continue in force only while Employee is receiving salary payments from others, solicit, divert, or hire away, or attempt to solicit, divert, or hire away, to any Competing Enterprise, any person employed by the Company, any of its subsidiaries or any dental practices affiliated with the Company after terminationor any of its subsidiaries through a long-term services agreement (collectively, provided that if there has been the "Affected Parties"), whether or not such employee is a "Change in Control," as defined below, then the provisions full-time or a temporary employee of (a) any such Affected Party and (b) of this section shall have no further force whether or not such employment is pursuant to written agreement and effect after the date that whether or not such Change of Control occursemployment is at will.

Covenant Not to Compete. (a) Subject to the provisions of (c) of this section, without the express prior written consent Each of the CompanySellers agrees that, Employee will for a period of five years after the Closing (the “Restricted Period”), it shall not, and shall not serve permit any of its subsidiaries to, directly or indirectly, engage, anywhere in the world, whether as an employeea partner, officerstockholder, director principal, agent or consultant, in any business involving the provision of translation, interpretation or localization services that competes, in whole or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) part, with the business of the outstanding stock Buyer, its subsidiaries, the Company and the Subsidiaries as currently being conducted (the “Restricted Business”). (b) During the Restricted Period, none of the Sellers or any publicly traded companyof their subsidiaries shall, directly or indirectly, (i) in or on behalf of induce any person, firm, corporation, association or other entity whose activities directly compete with the activities customer of the Company where such employment may involve assisting such competitor or any of the Subsidiaries, or any other Person with such activities as whom the Employee performed on behalf Company or any of the Subsidiaries has a business relationship, whether contractual or otherwise, to discontinue, or alter in a manner materially adverse to the business of the Company which directly compete with those now existing and the Subsidiaries, such business relationship, or contemplated as (ii) solicit or induce any employee of this datethe Company or any of the Subsidiaries to leave the employment of the Company or any of the Subsidiaries; provided, however, that the foregoing shall not preclude any solicitation by either Seller or any of their subsidiaries through a general advertising not specifically directed at the employees of the Company recognizes that or any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantSubsidiaries. (c) Employee's obligations under Notwithstanding anything to the contrary contained in this Agreement, each of the Sellers and their subsidiaries may (ai) engage in the businesses and (bactivities described in Section 6.13(c) of this section shall continue in force only while Employee the Sellers’ Disclosure Letter or (ii) own or acquire, directly or indirectly, solely as an investment, securities of any Person, whether or not traded on any securities exchange, if such Seller or subsidiary or any of its Affiliates is receiving salary payments from the Company after terminationnot a controlling Person of, provided or a member of a group that if there has been controls, such Person and does not, directly or indirectly, own 10% or more of any class of equity securities of such Person. (d) If any Seller breaches, or threatens to commit a "Change in Control," as defined belowbreach of, then any of the provisions of this Section 6.13 (athe “Restrictive Covenants”), the Table of Contents Buyer shall have the right and remedy without regard to any other available remedy to (i) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction and (bii) have issued an injunction restraining any such breach; it being agreed that such Seller will not challenge an assertion by the Buyer that any breach of any of the Restrictive Covenants will cause irreparable injury to the Buyer, nor will such Seller assert as a defense to any such attempt to obtain equitable relief that money damages will provide an adequate remedy to the Buyer. Each Seller further agrees that if any Seller breaches this covenant, it would be difficult or impossible to quantify actual damages. As a result, the Sellers, jointly and severally, agree to pay liquidated damages in an amount equal to 100% of all revenues received in connection with any conduct that is in breach of this section covenant and not rectified by the Sellers within 60 days’ notice of such breach. This amount does not constitute a penalty but is a reasonable approximation of damages. Under no circumstances shall have no further force the Buyer be required to post a bond to enforce this covenant. (e) It is the desire and effect after intent of the date parties that the Restrictive Covenants will be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any Restrictive Covenant shall be adjudicated to be invalid or unenforceable, such Restrictive Covenant shall be deemed amended to the extent necessary in order that such Change provision be valid and enforceable, such amendment to apply only with respect to the operation of Control occurssuch Restrictive Covenant in the particular jurisdiction in which such adjudication is made. (f) Each of the Sellers acknowledges and agrees that the Restrictive Covenants are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restricted Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not be affected thereby and shall be given full effect without regard to the invalid portions.

Covenant Not to Compete. (aIn consideration for the payments provided for in Section 5(a) Subject to the provisions of (c) of this sectionabove, you hereby agree that, without the express Company's prior written consent consent, effective as of the Companydate of this Agreement, Employee will for so long as you are employed by the Company or one of its Subsidiaries (and any successors in interest therein), and for a period of two (2) years thereafter (the "Noncompete Period"), you shall not serve directly or indirectly, either as an employeeprincipal, manager, agent consultant, officer, director or consultantstockholder, partner, investor, lender, employee or in any other capacity, engage in or have any financial interest in any Competitive Business (as hereinafter defined) in the Territory (as defined herein) and in a capacity identical to or similar to the capacity in which you worked at the Company. Nothing in this Section 5(b) shall be construed so as to preclude you from investing in any publicly or make investments (other than open market investments in no more than five percent (5%) privately held company, provided that your beneficial ownership of any class of such company's securities does not exceed 2% of the outstanding stock securities of such class. For purposes of this Agreement, a "Competitive Business" is any publicly traded corporation, partnership, or any other business or firm that principally engages in the business of, and competes directly with, any of the businesses owned or operated by the Company, its Subsidiaries or affiliates (including any parent company) and any successors thereto (the "Restricted Group") in the sale, representation or on behalf marketing of computer programs, or any personrelated services, firmfor the collection and/or dissemination of sales and/or marketing information for pharmaceutical manufacturers, corporationover-the-counter ("OTC") pharmaceutical manufacturers or manufacturers of biotech or vaccine products (with said Competitive Businesses including, association or other entity whose activities directly compete with without limitation, Siebel Systems, Inc., Dendrite International, Inc., Aurum Software (a Baan Company), Epsilon, Phoenix Marketing, ▇. ▇▇▇▇▇▇ & Company, C3i-Inc. and their affiliates and successors thereto). The "Territory" shall be defined to be the activities following geographic areas: City of Atlanta, the counties of Clayton, Cobb, Coweta, Dekalb, Douglas, Fayette, Forsyth, Fulton, Gwinnett and ▇▇▇▇▇, Georgia and the counties of Bergen, Morris, Ocean, and Passaic, New Jersey. You acknowledge that the Company where such employment may involve assisting such competitor with such activities as conducts its business within the Employee performed Territory, that you will perform services for and on behalf of the Company which directly within the Territory, and that this Section (and the Territory) is a reasonable limitation on your ability to compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.

Covenant Not to Compete. (a) Subject to Employee covenants and agrees that until the provisions later of (c) of this section, without [Confidential Treatment Requested with SEC] after the express prior written consent closing of the Companytransactions contemplated in the Asset Purchase Agreement or [Confidential Treatment Requested with SEC] after Employee ceases to be employed by Employer or one of its affiliates (the "Non-Competition Period"), except for services performed on behalf of Employer or one of its affiliates, Employee will not serve shall not, within the trade territories described in the Motorola Distribution Agreement to which Condor or any of its affiliates is a party existing on the date hereof ("Restricted Area"), directly or indirectly, alone or as an a partner, member, employee, agent, consultant, officer, director director, stockholder, manager or consultantinvestor of any corporation, partnership or in any other similar capacity or make entity: (i) invest (except for investments (other than open market investments in no of not more than five percent (5%) percent of the outstanding stock of any publicly publicly-traded company), own, manage, operate or control, or participate in the ownership, management, operation or control of a business which sells, rents, or services wireless communication products ("Competitive Business"); or (ii) in accept employment with or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable render services to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; anda Competitive Business. (b) Subject to During the provisions Non-Competition Period, Employee shall not, directly or indirectly: (i) solicit for any purpose any customer of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit Employer or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged who was a customer of Employer; (ii) solicit or induce any employee of Employer to leave his or her employment with Employer; or (iii) solicit for employment by the Company as himself or anyone else any person who was an employee, officer, director or consultantemployee of Employer. (c) Employee's obligations under If any court shall determine that the duration or geographical limit of any covenant contained in this Section 8 is unenforceable, it is the intention of the parties that covenant shall not thereby be terminated but shall be deemed amended to the extent required to render it valid and enforceable, such amendment to apply only in the jurisdiction of the court that has made such adjudication. (ad) Employee acknowledges and agrees that the covenants contained in Sections 7 and 8 are of the essence in this Agreement, that each of such covenants is reasonable and necessary to protect and preserve the interests, properties, and business of Employer, and that irreparable loss and damage will be suffered by Employer should Employee breach any of such covenants. Employee further represents and acknowledges that he shall not be precluded from gainful engagement in a satisfactory fashion by the enforcement of these provisions. (be) of this section This Section 8 shall continue not be effective in force only while the event Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," terminated by Employer without Cause or by Employee for Good Reason (as defined below, then the provisions of (ain Section 6) and (b) of this section but shall have no further force and effect after the date that such Change of Control occursbe effective following termination for any other reason.

Covenant Not to Compete. For a period of five (5) years from and after the Closing Date, the Seller will not, directly or indirectly and in any capacity of any nature whatsoever, engage in the business of designing, manufacturing or selling atomic force microscopes, scanning probe microscopes, stylus profilers or fast 3D optical microscopes used to provide surface measurements in (a) Subject to research or (b) offline or quality assurance (QA) production environments, in any geographic area in which the provisions of (c) of this section, without the express prior written consent Company conducts that business as of the CompanyClosing Date; provided, Employee will not serve as an employeehowever, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more that the Seller may own less than five percent (5%) of the outstanding stock of any publicly traded companycompany and shall not be deemed to engage solely by reason thereof in any of its businesses; provided, further, that this section shall not prevent the Seller from designing, manufacturing, using or selling in-situ metrology equipment for use in process equipment systems or incorporating third-party metrology equipment into Seller’s process equipment systems. In addition, (A) for a period of two (2) years from and after the Closing Date, the Seller will not, directly or indirectly and in or on behalf any capacity of any personnature whatsoever, firmsolicit for employment, corporation, association consulting or other entity whose activities directly compete with the activities similar relationship any then current employees of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf or any Non-Company Employees hired by Buyer, or any persons who were employees of the Company which at any time within the immediately preceding six (6) months, and (B) for a period of one (1) year from and after the Closing Date, the Seller will not, directly compete with those now existing or contemplated indirectly and in any capacity of any nature whatsoever, hire as an employee, consultant or in a similar capacity any then current employee of this datethe Company or any Non-Company Employees hired by Buyer, or any persons who were employees of the Company at any time within the immediately preceding six (6) months; provided, however, that the Seller and its Affiliates may at any time make offers to and hire any employee or consultant who is not selected by the Buyer to continue to provide services to the Company recognizes that any investment made by Employee in oil and gas properties owned or an Affiliate of the Company following the Closing or who is terminated by the Buyer or any of its Affiliates (including the Company which investments are made on following the same terms (Closing). Furthermore, nothing in the immediately preceding sentence shall be construed to prevent the Seller from hiring such employees or terms more favorable to consultants resulting from advertising of open positions, participating in job fairs or the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hirelike, or assist any person, firm, corporation, association other forms of soliciting candidates for employment or other entity consulting services which are general in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantnature. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.

Covenant Not to Compete. The Employee shall not, during the Term, including any extensions of the Term, and for a period of one (a1) Subject to year thereafter (the provisions "Restricted Period"), do any of (c) of this section, the following directly or indirectly without the express prior written consent of the Company: (a) compete, directly or indirectly, with the Company or any of its respective affiliates or subsidiaries, or any of their respective successors or assigns, whether now existing or hereafter created or acquired (collectively, the "Related Companies"), or otherwise engage or participate, directly or indirectly, in any document management business conducted or contemplated to be conducted by a Related Company, as the same are conducted or contemplated to be conducted (as has been determined by the Board) during the Term with respect to any period during the Term or any other business conducted by the Company in which the Employee will not serve is or has been actively engaged (the "Restricted Business") within any geo area located within the United States of America, its possessions or territories (the "Restricted Area"); (b) become interested (whether as an employeeowner, stockholder, lender, partner, co-venturer, director, officer, director employee, agent, consultant or consultantotherwise), directly or indirectly, in any person, firm, corporation, association or other similar capacity or make investments (other than open market investments entity that engages in no the Restricted Business within the Restricted Area; provided, that nothing contained in this Section 8(b) shall prohibit Employee from owing, as a passive investor, not more than five percent (5%) of the outstanding stock securities of any class of any publicly-traded securities of any publicly traded company) in held company listed on a well-recognized national securities exchange or on behalf an interdealer quotation system of the National Association of Securities Dealers, Inc; (c) solicit, call on, divert, take away, influence, induce or attempt to do any personof the foregoing, firmin each case within the Restricted Area, corporation, association with respect to the Company's or other entity whose activities directly compete any of its Related Companies' (A) customers or distributors or prospective customers or distributors (wherever located) with the activities respect to goods or services that are competitive with those of the Company where such employment may involve assisting such competitor or any of its Related Companies, (B) suppliers or vendors or prospective suppliers or vendors (wherever located) to supply materials, resources or services to be used in connection with such activities as the Employee performed on behalf goods or services that are competitive with those of the Company which directly compete or any of its Related Companies, (C) distributors, consultants, agents, or independent contractors to terminate or modify any contract, arrangement or relationship with those now existing or contemplated as of this date; provided, however, the Company recognizes that or any investment made by Employee in oil and gas properties owned of its Related Companies or (D) employees (other than family members) to leave the employ of the Company or any of its Related Companies. (d) influence or attempt to influence any supplier, customer or potential customer of the Company or any of the Related Companies to terminate or modify any written or oral agreement or course of dealing with the Company or the Related Companies; or (e) influence or attempt to influence any person (other than a family member) to either (i) terminate or modify his employment, consulting, agency, distributorship or other arrangement with the Company or any of the Related Companies, or (ii) employ or retain, or arrange to have any other person or entity employ or retain, any person who has been employed or retained by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent any of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company Related Companies as an employee, officerconsultant, director agent or consultant. (c) distributor of the Company or the Related Companies at any time during the one year period immediately preceding the termination of Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occursemployment hereunder.

Covenant Not to Compete. The Employee shall not, during the Term ----------------------- (aexcept in the performance of the Employee's duties hereunder) Subject and for a period immediately following the termination of the Employee's employment hereunder of either (x) in the case of a termination by the Company without cause, as described in Section 7.1(a) hereof, the length of time during which the Employee is entitled to receive severance pay pursuant to Section 7.1(c) hereof or (y) in all other cases, two (2) years, do any of the provisions of (c) of this section, following directly or indirectly without the express prior written consent of the CompanyBoard of Directors in its sole discretion: (a) engage or participate, Employee will not serve directly or indirectly, in any business activity substantially competitive with the Business; (b) become interested (as an employeeowner, stockholder, lender, partner, co-venturer, director, officer, director employee, agent, consultant or consultantotherwise) in any person, firm, corporation, association or other entity engaged in any business that is competitive with the Business, or become interested in (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) any other similar capacity or make investments (other than open market investments in no more than five percent (5%) portion of the outstanding stock of any publicly traded company) in or on behalf business of any person, firm, corporation, association or other entity whose activities directly compete where such portion of such business is competitive with the activities Business or any other business in which the Company or any of the Company's subsidiaries or affiliates is engaged during the Term (notwithstanding the foregoing, the Employee may hold not more than five percent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in the Business); (c) engage, either directly or indirectly, in any business activity substantially competitive with the Business with any (A) customer with whom the Company shall have dealt at any time during the one (1) year period immediately preceding the termination of the Employee's employment hereunder, or (B) corporate partner, collaborator, independent contractor or supplier with whom the Company shall have dealt at any time during the one (1) year period immediately preceding the termination of the Employee's employment hereunder; (d) influence or attempt to influence any then current or prospective supplier, customer, corporate partner, collaborator, or independent contractor of the Company where such employment may involve assisting such competitor to terminate or modify any written or oral agreement or course of dealing with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andor (be) Subject initiate any contract with any person with the purpose of influencing or attempting to the provisions of influence any person either (ci) of this sectionto terminate or modify an employment, without the express prior written consent of consulting, agency, distributorship or other arrangement with the Company, he will not solicit, recruit or hire(ii) to employ or retain, or assist arrange to have any personother person or entity employ or retain, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged who has been employed or retained by the Company as an employee, officerconsultant, director agent or consultant. distributor of the Company at any time during the one (c1) year period immediately preceding the termination of the Employee's obligations under (a) employment hereunder. The Employee acknowledges that he has carefully read and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then considered the provisions of (a) this Section 6. The Employee acknowledges that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the Business, but he nevertheless believes that he has received and (b) will receive sufficient consideration and other benefits in connection with the payment by the Company of this section shall have no further force the compensation set forth in Sections 3 and effect after 7 hereof to justify such restrictions, which restrictions the date Employee does not believe would prevent him from earning a living in businesses that such Change of Control occursare not competitive with the Business and without otherwise violating the restrictions set forth herein.

Covenant Not to Compete. Executive acknowledges ----------------------- that the Company (aincluding its subsidiaries and affiliates) Subject has developed a valuable and extensive worldwide trade in its products and that its Confidential Information and customers, which have been established and maintained at substantial expense, are of great value to the provisions of (c) of this sectionCompany. The Company will permit Executive to utilize, without the express prior written consent during his employment and in pursuit of the Company's business, Employee the Company's Confidential Information and will not serve provide training about its business and operations, including the Company's products, customers and customer requirements. Executive covenants to the Company that neither he nor any corporation, partnership, business firm or entity in which he may now or hereafter have an equity interest (excepting a publicly-traded corporation in which he has a less than 1% interest for investment purposes), or by which he may be employed or otherwise affiliated as an employee, officerrepresentative, director or consultant, or otherwise, nor any person subject to his control or direction will, during the entire "Period of this Covenant Not to Compete" as hereafter defined, within the "Trade Area" hereafter specified, directly or indirectly: i. Conduct, engage in, be connected with, have any interest in, consult for, or aid or assist in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of manner any person, firm, firm or business entity (whether a corporation, association partnership, proprietorship or other entity whose activities directly compete otherwise) in engaging in the development, manufacture, distribution, sale or application of services or products like or similar to any services or products now being developed, manufactured, marketed or distributed by the Company or any of its affiliates, or which may be developed, manufactured, marketed or distributed by the Company or any of its affiliates at any time during Executive's employment with the activities Company or any of its affiliates; or ii. In any way solicit, divert, take away or interfere with any of the business, customers, trade or patronage of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf or its subsidiaries or affiliates; or iii. Seek to employ or otherwise retain any person who was an employee of the Company which directly compete with those now existing or contemplated as any of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.its affiliates during

Covenant Not to Compete. (a) Subject As an inducement for Buyer to enter into this Agreement, Seller covenants and agrees that, for the period from the Closing Date through the fifth anniversary of the Closing Date, neither Seller nor any of Seller’s Affiliates shall, directly or indirectly, anywhere in the world: (i) manufacture, market, sell or distribute (A) over-the-counter hCG detection test products that operate in a Rapid Manner; (B) single use disposable test strips (“Single Use Strips”) that operate in a Rapid Manner and measure any of the analytes measured by the Products and are visually read without the aid of a meter; or (C) Single Use Strips that operate in a Rapid Manner and measure any of the analytes measured by the Products and are measured using a meter other than an Excepted Reader (each, a “Competing Product”); (ii) act as a sales or marketing representative with respect to any Competing Product; (iii) act as a consultant with respect to the provisions developing, manufacture, marketing, selling or distribution of any Competing Product; or (civ) license or lend its name to any Person for use in the marketing, selling or distributing of this sectiona Competing Product. (b) Notwithstanding Section 7.5(a), without the express prior written consent Seller or any of the Company, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments Seller’s Affiliates may: (other than open market investments in no more than five percent i) acquire and hold Parent Common Stock; (5%ii) hold up to 20% of the outstanding stock equity of any publicly traded companyPerson that engages in an activity that would otherwise violate Section 7.5(a); provided that, for the avoidance of doubt, if such Person is an Affiliate of Seller, this non-compete shall apply to said Person; (iii) acquire any Person that engages in an activity that would otherwise violate Section 7.5(a), provided that any such activity ceases (through the sale of assets or otherwise) within 180 days of such acquisition; or (iv) engage in any activity that would otherwise violate Section 7.5(a) if such activity is being conducted pursuant to Section 4.2 or any of the Other Agreements; or (v) engage in any activity that would otherwise violate Section 7.5(a) in any geographic region specified on Schedule 7.5 hereto following written notice from Parent or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities Buyer to Seller that Parent and Buyer are selling and intend to sell none of the Company where Products (or products similar to the Products) in such employment may involve assisting specified geographic region (which notice Parent agrees to give if such competitor with such activities as is reasonably expected to be the Employee performed on behalf of case, at any time and from time to time, the Company which directly compete with those now existing or contemplated as of this datesubsequent six months); provided, however, that Parent or Buyer may thereafter send a subsequent written notice to Seller of Parent’s or any of its Affiliate’s intention to begin selling one or more Products or one or more products similar to the Company recognizes Products in such geographic region, in which event Seller and Seller’s Affiliates shall thereafter cease engaging in activity otherwise in violation of Section 7.5(a) in such geographic region within 180 days of such written notice; provided, further, however, that any investment made by Employee in oil and gas properties owned for purposes of such prohibition “Competing Products” will be deemed to include only Competing Products measuring the same analytes as those measured by the Company which investments are made on the same terms (products Parent has notified Seller that it or terms more favorable its Affiliates intend to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this sectionsell in such geographic region, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantrather than all Competing Products. (c) Employee's obligations under (a) and (b) Seller covenants not to use the registered trademark “Abbott TestPack” in connection with the marketing, sale or distribution of any product, or license such trademark for any such use, except as contemplated by this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occursAgreement or any Other Agreement.

Covenant Not to Compete. (a) Subject The Employee shall not, anywhere in the world, during the Term and for a period thereafter of: (x) one (1) year, in the case of a termination of the Employee's employment hereunder pursuant to Section 8.4(a) (but not including a termination without cause pursuant to Section 8.5); or (y) two (2) years, in the provisions case of a termination of the Employee's employment hereunder for any other reason (cincluding pursuant to Section 8.5) (the "Restricted Period"), do any of this section, the following directly or indirectly without the express prior written consent of the Company in its sole discretion: (i) engage or participate, directly or indirectly, in any business activity directly competitive with the Business or the business of any of the Company's subsidiaries or affiliates as conducted during the Term (each, Employee will not serve a "Competitor" and, for the purposes of this Agreement, each of the companies listed in Schedule F shall be deemed to be competitors); (ii) become interested (as an employeeowner, proprietor, promoter, stockholder, lender, partner, co-venturer, director, officer, director employee, agent, consultant or consultantotherwise) in any Competitor, or become interested in (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) any other similar capacity or make investments (other than open market investments in no more than five percent (5%) portion of the outstanding stock of any publicly traded company) in or on behalf business of any person, firm, corporation, association or other entity whose activities where such portion of such business is directly compete competitive with the activities Business of the Company where such employment may involve assisting such competitor with such activities as or the Employee performed on behalf business of any subsidiary or affiliate of the Company which directly compete with those now existing or contemplated as of this date; provided, howeverconducted during the Term (notwithstanding the foregoing, the Company recognizes Employee may hold not more than one percent (1%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in activities referenced in Section 7(a) hereof); (iii) solicit or call on, either directly or indirectly, any investment made by Employee in oil and gas properties owned by (A) customer with whom the Company which investments are made on shall have dealt at any time during the same terms two (2) year period immediately preceding the termination of the Employee's employment hereunder, or terms more favorable (B) supplier or distributor with whom the Company shall have dealt at any time during the two (2) year period immediately preceding the termination of the Employee's employment hereunder; (iv) influence or attempt to influence any supplier, distributor, customer or potential customer of the Company to terminate or modify any written or oral agreement or course of dealing with the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andor (bv) Subject influence or attempt to influence any person either (A) to terminate or modify the provisions of (c) of this sectionemployment, without the express prior written consent of consulting, agency, distributorship or other arrangement with the Company, he will not solicit, recruit or hire(B) to employ or retain, or assist arrange to have any personother person or entity employ or retain, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged who has been employed or retained by the Company as an employee, officerconsultant, director agent or consultantdistributor of the Company at any time during the twelve month period immediately preceding the termination of the Employee's employment hereunder. (c) Employee's obligations under (a) and (b) of The Employee hereby acknowledges that the limitations as to time, character or nature and geographic scope placed on his/her subsequent employment by this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been Section 7 are reasonable and fair and will not prevent or materially impair his/her ability to earn a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurslivelihood.

Covenant Not to Compete. From the date hereof and for a period of one (a1) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect year after the date that Lender sells the Project after acquiring title thereto or the stock of the Borrower pursuant to an occurrence of an Event of Default (such Change period, the "RESTRICTION PERIOD"), neither the Borrower nor any Affiliate of Control occursthe Borrower or Affiliate of a shareholder of the Borrower (including the Principals) nor Affiliate of any of the foregoing (collectively, the "RESTRICTED PARTIES") shall, directly or indirectly, own, manage, invest or otherwise acquire any economic stake or interest in, or otherwise engage or participate in any manner whatsoever (whether as proprietor, partner, shareholder, investor, manager, owner, officer, director, employee, agent, lender, borrower, guarantor, broker, investor, independent contractor, consultant, advisor, representative, lessor, lessee or other participant), or prepare to do any of the foregoing, with or in any Person or other business enterprise in any form which engages in, directly or indirectly, any business that is similar to the business as currently conducted by the Borrower or as the same may be conducted by the Borrower at any time during the Restriction Period, anywhere within one-half (1/2) mile of the Real Property. Nothing in this Section 9.13 shall prohibit the Restricted Parties from owning as a passive investment less than 1% of the outstanding shares of capital stock in a corporation, which shares are listed on a national securities exchange or publicly traded in the over-the-counter market. The Restricted Parties acknowledge and confirm that (i) the length of the Restriction Period and geographical restrictions contained herein are fair and reasonable and (ii) the provisions and restrictions set forth in this Section 9.13 are reasonable and necessary for the protection of the legitimate interests of the Borrower and Lender.

Covenant Not to Compete. (a) Subject The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the provisions protection of Company that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the Term and the "Restricted Period" (c) of this section, without the express prior written consent as defined below except on behalf of the Company): (i) except as provided in Subsections (d) below, Employee will not serve be engaged in the manufacture, sale, distribution or marketing of cosmetics or fragrances (the "Industry") or provide technical assistance, advice or counseling regarding the Industry in the United States or any other country in which the Company or any Affiliate is engaged in the conduct of business (including licensing others to engage in the Industry using brand names owned by, or licensed to the Company), either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, officerowner, director or consultantagent, creditor, independent contractor, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock co-venturer of any publicly traded companythird party; or (ii) in employ or engage, or cause or authorize, directly or indirectly, to be employed or engaged, for or on behalf of himself or any personthird party, firm, corporation, association any employee or other entity whose activities directly compete with the activities agent of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andAffiliate, (b) Subject to The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the provisions of (c) of this section, without the express prior written consent term of the Company, he will not solicit, recruit or hire, or assist Agreement and during the Restricted Period solicit any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring customers of any person engaged by the Company as an employee, officer, director or consultantany Affiliate with regard to any activity prohibited by section 10(a). (c) Employee's obligations under (a) and (b) If any of the restrictions contained in this section Section 10 shall continue in force only while Employee is receiving salary payments from be deemed to be unenforceable by reason of the Company after terminationextent, provided that if there has been a "Change in Control," as defined belowduration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions of hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (ad) and This Section 10 shall not be construed to prevent Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding three percent (b3%) of this section shall have no further force the issued and effect after outstanding voting securities of any class of stock of any company whose voting capital stock is traded on a national securities exchange or on the date that such Change over-the-counter market other than securities of Control occursthe Company.

Covenant Not to Compete. The Employee acknowledges that he, at the expense of the Company, has been and will be specially trained in the business of the Company, has established and will continue to establish favorable relations with the customers, clients and accounts of the Company, and will have access to trade secrets of the Company. Therefore, in consideration of such training and relations and to further protect trade secrets, directly or indirectly, of the Company, the Employee agrees that during the term of his employment by the Company, and up to and including through the Termination Date, he will not, directly or indirectly, within a radius of one hundred (a100) Subject to miles of any Company facility or office, as currently located in the provisions states of (c) of this sectionMaine, Vermont, New Hampshire, New York and Massachusetts without the express prior written consent of the Company, Employee will not serve : (a) own or have any interest in or act as an officer, director, partner, principal, employee, officeragent, director representative, consultant or consultantindependent contractor of, or in any other similar capacity way assist in, any business located in or make investments doing business in any area within one hundred (other than open market investments in no more than five percent (5%100) of the outstanding stock miles of any publicly traded company) in facility or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities offices of the Company where such employment may involve assisting such competitor with such activities as during the Employee performed on behalf term of the Employee’s employment, by the Company which is engaged, directly compete with those now existing or contemplated indirectly, in (i) the solid waste collection, processing, transferring or disposal business, (ii) the utilization of recyclable materials business or (iii) any other business the Company is engaged in or proposes to engage in on the date this Agreement is terminated, including, without limitation, fuel, energy, or power production businesses using waste as of this datea component thereof (the businesses described in clauses (a)(i), (ii) and (iii) are collectively referred to as the “Competitive Businesses”); provided, however, that notwithstanding the Company recognizes that above, the Employee may own, directly or indirectly, solely as an investment, securities of any investment made by such person which are traded on any national securities exchange or NASDAQ if the Employee in oil (A) is not a controlling person of, or a member of a group which controls, such person and gas properties owned by the Company which investments are made on the same terms (B) does not, directly or terms indirectly, own 5% or more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andof any class of securities of such person; (b) Subject solicit clients, customers (who are, are proposed to the provisions of (c) of this sectionbe, without the express prior written consent or were customers of the Company, he will not solicitor were prospects to be customers of the Company, recruit within the twelve (12) months prior to the Separation Date) or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring accounts of any person engaged by the Company as an employeefor, officer, director on behalf of or consultant.otherwise related to any such Competitive Businesses or any products related thereto; or (c) Employee's obligations under (a) and (b) solicit, employ or in any manner influence or encourage any person who is or shall be in the employ or service of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that to leave such Change of Control occursemploy or service.

Covenant Not to Compete. (a) Subject to The Seller covenants and agrees, on behalf of itself and its subsidiaries, that, for a period of three (3) years following the provisions of Closing Date, it will (cand will cause its subsidiaries, including the Subsidiary): (i) of this sectionnot directly or indirectly own, without operate, manage, join, control, participate in the express prior written consent of the Companyownership, Employee will not serve as an employeemanagement, officer, director operation or consultantcontrol of, or be paid or employed by, or acquire any securities of, or otherwise become associated with or provide assistance to any business entity or activity which provides private cable television or data services, other than wireless terrestrial micro-wave transmission services (the "Services") in the Territory (as defined in clause (d) immediately below); provided, however, that the foregoing shall not prevent the Seller from acquiring the securities of or an interest in any other similar capacity business, provided such ownership of securities or make investments (other than open market investments in no more interest represents at the time of such acquisition, but including any previously held ownership interest, less than five percent (5%) of any class or type of securities of, or interest in, such business; (ii) not directly induce any customers to whom the outstanding stock of Buyer is providing any publicly traded company) in or on behalf of any personServices, firmincluding, corporationwithout limitation, association or other entity whose activities directly compete the customers party to the Customer Contracts, to not renew their contracts for Services with the activities of Buyer or to transfer their patronage from the Company where such employment may involve assisting such competitor Buyer to any other business or company engaged in a business which is directly or indirectly competitive with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned Services conducted by the Company which investments are made on Buyer, including the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andBusiness; (biii) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist attempt to hire for employment, in any personbusiness enterprise or activity, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by who is an employee of the Company Buyer or any affiliates thereof (unless such employee leaves the employment of the Buyer or such affiliates, in which case the Seller will refrain from hiring or attempting to hire such an employee for six (6) months after such employee leaves the employment of the Buyer), or induce any such person to terminate his employment with the Buyer or any affiliates thereof, as an employee, officer, director or consultantthe case may be. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.

Covenant Not to Compete. (a) Subject For a period of five (5) years from and after the Closing Date, neither ▇▇. ▇▇▇▇, the Company nor any Person under the Control (as defined in (b) below) of the Company shall, directly or indirectly: (i) engage in the manufacture, assembly, design, distribution or marketing of any product substantially similar to or in competition with any product which at any time during the period of twelve months prior to the provisions of (c) date of this sectionAgreement has been manufactured, without sold or distributed by the express Company or any product which the Company was developing during such period for future manufacture, sale or distribution or in the provision of any service substantially similar to or in competition with any service offered by the Company at any time during the period of twelve months prior written consent to the date of this Agreement or which the CompanyCompany was developing during such period; (ii) be or become a stockholder, Employee will not serve as an employeepartner, owner, officer, director or consultantemployee or agent of, or a consultant to or give financial or other assistance to, any Person considering engaging in any other similar capacity such activities or make investments so engaged; (other than open market investments iii) seek in no more than five percent (5%) competition with the Business to procure orders from or do business with any customer of the outstanding stock of any publicly traded companyCompany; or (iv) seek to contract with or engage (in such a way as to adversely affect or on behalf of any person, firm, corporation, association or other entity whose activities directly compete interfere with the activities business of the Company where such employment may involve assisting such competitor with such activities as the Employee performed carried on behalf as of the Company which directly compete with those now existing or contemplated as date of this dateAgreement) any Person who has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials or services to the Company; provided, however, that nothing herein shall prohibit the Company recognizes and Persons under Control of the Company from owning, as passive investors, in the aggregate not more than 5% of the outstanding publicly traded stock of any corporation so engaged. Purchaser acknowledges that any investment made and all business activities and products which are conducted or manufactured, sold or distributed by Employee Nupro Industries Corporation (d/b/a the Neatsfoot Oil Refineries Corp.), or Advanced Technologies, LLC, or which those entities plan to conduct or manufacture, sell or distribute, as of the Closing Date, in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable each case, only to the Company) as those offered extent set forth on Section 5.6 of the Disclosure Schedule, shall not be subject to unaffiliated third parties are specifically excluded from the covenants and agreements set forth in this section; andSection 5.6. (b) Subject to the provisions of (c) of this section, without the express prior written consent The duration of the Company's covenants set forth in this Section shall be extended by a period of time equal to the number of days, he will not solicitif any, recruit during which the Company is in violation of the provisions hereof. For the purposes of this Section, "Control" means: (i) any corporation of which the Company owns or hireotherwise possesses the power to direct the vote, directly or assist any personindirectly, firm, of an amount of voting securities sufficient to elect a majority of the board of directors of such corporation, association and (ii) the power to direct the management and policies of a Person (other than a natural person), directly or other entity in indirectly, whether through the solicitationownership of voting securities, recruitment by contract or hiring otherwise; provided that, any Person of any person engaged by which the Company as an employeeowns beneficially or of record, officereither directly or through one or more intermediaries, director or consultantmore than 20% of the ownership interests, shall be conclusively presumed to be under the Control of the Company. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.

Covenant Not to Compete. Seller and Parent covenant and agree that, for a period of three years from the date of Closing (athe "Noncompete Term"), neither they nor any of their subsidiaries will, directly or indirectly, (i) Subject to engage in the provisions WSB acquired by Buyer within the states of Utah, Texas, Oklahoma, Colorado, Kansas, North Dakota, New Mexico or Montana (cthe "Restricted Territory") of this sectionor (ii) own any interest in any person, without the express prior written consent of the Companycorporation, Employee will not serve partnership, proprietorship or other business organization or association (whether as an employeestockholder, officeragent, director or independent contractor, consultant, or in any other similar capacity or make investments representative, partner, lender (other than open market through a passive, non-control investment in an entity that acts as a lender) or otherwise) which derives a substantial portion of its revenues from business operations which compete with the WSB acquired by Buyer. Notwithstanding anything to the contrary in this Agreement, Seller may (A) make passive investments in no more than of five percent (5%) or less in any outstanding equity securities of the outstanding stock of any corporations whose equity securities are publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly and which compete with the activities WSB, (B) acquire outstanding equity securities of a corporation that competes in the WSB in the Restricted Territory whose equity securities are publicly traded in connection with the sale of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf capital stock or substantially all of the Company which directly compete with those now existing or contemplated as assets of this date; providedServicios Petroleros Flint C.A., howevera Venezuelan corporation, the Company recognizes that any investment made by Employee in oil and gas properties capital stock of which is owned by the Flint Construction Company which investments are made on the same terms of South America, Inc., a majority shareholder of Parent; provided that such acquisition will not result in Seller (or terms more favorable a successor thereof) being a majority or controlling shareholder of such entity, or (C) maintain a passive, minority investment in an entity to be formed with SCF Partners, Inc. (the Company"SCF Entity") in conjunction with the sale of the remaining assets of Seller even in the case that the SCF Entity invests in an entity that competes in the WSB in the Restricted Territory; provided that no employee, officer or director of Seller or Parent (or successors thereof) may work for, render assistance or advice to, or participate in the management of the well servicing business of such entity, except for any work, assistance, advice or participation that may be rendered indirectly and solely as those offered a result of such employee's, officer's or director's obligations or duties as a director of such entity. In addition, Seller and Parent agree that for a period of three years from the Closing Date, they will not: (a) request any present customers or suppliers of the WSB or any customers of Buyer or any affiliates of Buyer ("Buyer's Affiliates") to unaffiliated third parties are specifically excluded from this section; andcurtail or cancel their business with Buyer (or Buyer's Affiliates); (b) Subject disclose to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firmfirm or corporation any trade, corporation, association technical or other entity in technological secrets of or any details of the solicitation, recruitment organization or hiring business affairs of any person engaged by the Company as an employee, officer, director or consultant.WSB; or (c) Employeeinduce or actively attempt to influence any employee of Buyer (or Buyer's Affiliates) to terminate his or her employment. Seller and Parent agree that if either the length of time or geographical area as set forth in this Section 11.04 is deemed too restrictive in any court proceeding, the court may reduce such restrictions to those which it deems reasonable under the circumstances. The obligations expressed in this Section 11.04 are in addition to any other obligations that Seller and Parent may have under the laws of any state requiring a corporation selling its assets (aor a shareholder of such corporation) to limit its activities so that the goodwill and business relations being transferred with such assets will not be materially impaired. Seller and Parent further acknowledge that Buyer and Buyer's Affiliates do not have any adequate remedy at law for the breach or threatened breach by Seller or Parent of the covenants contained in this Section 11.04, and agree that Buyer may, in addition to the other remedies which may be available to it hereunder, file a suit in equity to enjoin Seller or Parent from such breach or threatened breach. If any provisions of this Section 11.04 are held to be invalid or against public policy, the remaining provisions of this Section 11.04 and the Agreement shall not be affected thereby. Seller and Parent acknowledge that the covenants set forth in this Section 11.04 are being executed and delivered by such party in consideration of (i) the covenants of Buyer contained in this Agreement, (ii) the Non-Compete Payment, and (biii) for other good and valuable consideration, the receipt and adequacy of this section shall continue in force only while Employee which is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurshereby acknowledged.

Covenant Not to Compete. (a) Subject Each Shareholder will not, for a period of five years following the Closing Date (the "Restricted Period"), compete, directly or indirectly, with ▇▇▇▇▇▇▇ in the development, sale or support of M Technology software. (b) A Shareholder shall be deemed to the provisions of be competing, directly or indirectly, as described in paragraph (ca) of this sectionhereof if such Shareholder shall engage, without the express prior written consent directly or indirectly, in any of the Companybusiness covered thereby, Employee will not serve whether for its own account or that of any other person, firm, corporation, partnership or other business entity, and whether its participation shall be as an employeea stockholder, officer, director general or consultantlimited partner, or in any other similar capacity or make investments (other than open market investments in no more than investor possessing an ownership interest exceeding five percent (5%) of the outstanding stock of in any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hireentity, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employeea director, officer, director employee, principal, agent, lender or consultantin any other capacity. (c) Employee's obligations under During the Restricted Period, each Shareholder shall not, directly or indirectly: (a1) and solicit, divert, take away or induce customers (bwherever located) of ▇▇▇▇▇▇▇ to avail himself or itself of the services or products of others which are competitive with any of ▇▇▇▇▇▇▇'▇ services or products or (2) solicit, employ or in any other fashion hire any employee of ▇▇▇▇▇▇▇ unless such person shall have been discharged by ▇▇▇▇▇▇▇, or otherwise induce any employee of ▇▇▇▇▇▇▇ to leave the employ of ▇▇▇▇▇▇▇. Each Shareholder expressly acknowledges that damages alone will be an inadequate remedy for any breach or violation of any of the provisions of this section Section 10.1, and that ▇▇▇▇▇▇▇, in addition to all other remedies available at law or hereunder, shall continue be entitled, as a matter of right, to injunctive relief, including specific performance, with respect to any such breach or violation, in force any court of competent jurisdiction. If any of the provisions of this Section 10.1 are held to be in any respect an unreasonable restriction upon such Shareholder, then such Shareholder shall be deemed to extend only while Employee is receiving salary payments from over the Company after terminationmaximum period of time, provided geographic area or range of activities as to which they may be enforceable. In the event that if there has been a "Change Shareholder shall be in Control," as defined belowviolation of the restrictive covenants in this Section 10.1, then the provisions Restricted Period shall be extended for a period of (a) and (b) time equal to the period of this section time during which such breach shall occur or have no further force and effect after the date that such Change of Control occursoccurred.

Covenant Not to Compete. (a) Subject Consultant recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the provisions protection of the Corporation that Consultant agree, and accordingly, Consultant does hereby agree that, except as provided in Subsection (c) below, he shall not, directly or indirectly: (i) at any time during the Term of this sectionAgreement, without engage in any Competitive Business (as defined in Section 8(d) below) within the express prior written consent of the CompanyRestricted Area (as defined in Section 8(d) below), Employee will not serve either on his own behalf or as an officer, director, stockholder, partner, principal, trustee, investor, consultant, associate, employee, officerowner, director or consultantagent, creditor, independent contractor, co-venturer of any third party or in any other similar capacity relationship or make investments capacity; and (ii) at any time during the six (6) month period following the date on which the Term expires, engage in any Competitive Business within the Restricted Area, either on his own behalf or as an officer, director, stockholder, partner, principal, trustee, investor, consultant, associate, employee, owner, agent, creditor, independent contractor, co-venturer of any third party or in any other than open market investments relationship or capacity, provided, however, that the restrictions in no more than five percent (5%this Section 8(a)(ii) shall not apply if this Agreement is terminated by the Corporation prior to the expiration of the outstanding stock of any publicly traded companyTerm. (b) in Consultant hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any personthird party, firm, corporation, association or other entity whose activities directly compete with at any time during the activities Term of this Agreement (i) solicit any customers of the Company where such employment may involve assisting such competitor with such activities as the Employee performed Corporation or (ii) solicit, employ or engage, or cause, encourage or authorize, directly or indirectly, to be employed or engaged, for or on behalf of the Company which directly compete with those now existing himself or contemplated as of this date; providedany third party, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (employee or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent agent of the Company, he will not solicit, recruit Corporation or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantits subsidiaries. (c) Employee's obligations under This Section 8 shall not be construed to prevent Consultant from owning, directly and indirectly, in the aggregate, an amount not exceeding ten percent (a) and (b10%) of this section shall continue the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded on a national securities exchange or in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occursover-the-counter market.

Covenant Not to Compete. (a) Subject The parties confirm that it is reasonably necessary for the protection of the Employer that the Employee agree, and accordingly, the Employee does hereby agree that he will not, directly or indirectly, except for the benefit of the Employer, at any time during his employment hereunder and thereafter for a period of four years from the date of termination of this Agreement, provided the Employer shall duly perform its obligations to the provisions of Employee pursuant to this Agreement: (ci) of this sectionBecome an officer, without director, partner, associate, employee, owner, agent, creditor, independent contractor, co-venturer or otherwise, or be interested in or associated with any other corporation, firm or business engaged, in any geographical area in which the express prior written consent Employer (or, after the Synopsys Acquisition closes, if ever, Synopsys, Inc.) and their respective subsidiaries and Affiliates (the "Synopsys Group") is then engaged, in making or selling one or more products competitive with a product or products then being made or sold by the Employer or the Synopsys Group in the EDA industry, which products made or sold by the Employer or the Synopsys Group accounted for at least 1% of the Companyannual sales of either the Employer or Synopsys, Employee will not serve as an employeeInc. (including in each case their respective subsidiaries and affiliates) during the four fiscal quarter period ending with the last fiscal quarter completed prior to the Termination Date; (ii) Solicit, officercause or authorize, director directly or consultantindirectly, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in to be solicited for or on behalf of any personhimself or third parties, firm, corporation, association or other entity whose activities directly compete with the activities from parties who were customers of the Company where such Employer in the EDA industry at any time within one year prior to the cessation of his employment may involve assisting such competitor hereunder, any business competitive to the business transacted by the Employer with such activities as customers in the Employee performed EDA industry; (iii) Accept or cause or authorize, directly or indirectly, to be accepted for or on behalf of himself or third parties, any such business in the Company which EDA industry from any such customers of the Employer as defined in the preceding subsection; (iv) Solicit, or cause or authorize, directly compete with those now existing or contemplated as indirectly, to be solicited for employment for or on behalf of this date; providedhimself or third parties, howeverany persons who served in a full-time employee capacity at any time within six months prior to the cessation of his employment hereunder, the Company recognizes parties agree that the restrictions set forth in this subsection shall not apply to any investment made by Employee in oil and gas properties owned solicitation directed by the Company which investments are made on Employee at the same terms (or terms more favorable public in general in publications available to the Companypublic in general or any contact which Employee can demonstrate was initiated by such employee, nor to any solicitation of Yvonne Liu (after the merger agreement governing ▇▇▇ ▇▇▇▇▇▇ys Acquisition has been terminated as provided therein, or at least six months after the Synopsys Acquisition has closed), Kevin Liu, David Huang, D.J. Ma, Maggie Chen, C.S. ▇▇▇ ▇▇ an▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ Empl▇▇▇▇. (▇) as those offered Take any public position contrary to unaffiliated third parties are specifically excluded from a public position taken by the Board of Directors of Employer, provided that the foregoing shall not apply to actions taken by the Employee to enforce his rights under this section; andAgreement or to testimony or the production of documents by the Employee which may be required by legal process. (b) Subject to the The Employee agrees that any breach or threatened breach by him of any provisions of (c) this Section 5 shall entitle the Employer, in addition to any other legal or equitable remedies available to it, to apply to any court of this section, without the express prior written consent of the Company, he will not solicit, recruit competent jurisdiction to enjoin such breach or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantthreatened breach. (c) EmployeeThis Section 5 shall not be construed to prevent the Employee from owning in the aggregate an amount not exceeding three per cent (3%) of the issued and outstanding voting securities of any class of any corporation which is in competition with the Employer in the EDA industry whose voting capital stock is traded on a national securities exchange or in the over-the-counter market. For this purpose "outstanding voting securities" shall be deemed to include the voting securities issuable upon conversion of a corporation's obligations under outstanding convertible securities, whether or not immediately convertible, and the voting securities of a corporation issuable upon exercise of outstanding warrants and options to acquire voting securities, whether or not immediately exercisable, and "voting securities" of a corporation shall be deemed to include securities convertible into or exercisable for voting capital stock, valued at the number of shares such securities are convertible into or exercisable for the purpose of determining percentage ownership of outstanding voting securities. (d) [Intentionally omitted.] (e) [Intentionally omitted.] (f) Notwithstanding anything in this Agreement to the contrary, if the Employee violates any of the provisions of paragraph (a) hereof during the four year period beginning on the Termination Date and fails to cease such violation and to remedy the consequences of such violation within ninety days after notice from the Employer or the Synopsys Group specifying such violation and if the Employer or the Synopsys Group obtains a final judgment from a court of competent jurisdiction to the effect that the Employee has violated a provision of paragraph (a) and has failed to cease such violation and to remedy the consequences of such violation within ninety days after notice from the Employer or the Synopsys Group, the Employee agrees that he will reimburse the Employer, immediately, for the amount of the Termination Payment. The preceding sentence states the Employer's exclusive monetary remedy for such a breach. In no event shall the Employee's aggregate liability for any breach or breaches of any obligations under this Agreement exceed the amount of the Termination Payment received by him. (bg) For the purpose of this Section 5, a company, entity or person shall be deemed in competition with the Employer or the Synopsys Group if such company, entity or person engages in the EDA industry or, to the knowledge of the Employee, has definitive plans to engage in the EDA industry. (h) Employee represents and warrants that, as of the Termination Date, to the best of his knowledge after exercising reasonable care, he is not in possession of any non-public Employer documents or other material tangible or intangible Employer property, including non-public information stored in computers or on computer disks, and non-public recorded or graphic matter, obtained during his employment with Employer ("Employer Information"). Employee covenants that to the extent that, at any time following the Termination Date, he discovers Employer Information that was inadvertently retained by him, he will promptly destroy such Employer Information. (i) The restrictions imposed on the Employee's activities under this Section 5 shall not be interpreted to restrict any activities of the Employee that are not materially related to the EDA industry, nor to the Employee's donation of any money, property or services to any educational, scientific or religious organization as defined in Section 501(c)(3) of the Internal Revenue Code, as amended (or any such organization that would fall within such definition if the entire world were part of the United States). (j) The Employee hereby agrees that it is impossible to measure in money the damages which will accrue to the Employer or the Synopsys Group by reason of a failure by the Employee to perform any of his obligations under this section shall continue in force only while Employee is receiving salary payments from Section 5. Accordingly, notwithstanding Section 7 of this Agreement, if the Company after termination, provided that if there has been a "Change in Control," as defined below, then Employer or the Synopsys Group institutes any action or proceeding to enforce the provisions of (a) hereof, to the extent permitted by applicable law, the Employee hereby waives the claim or defense that the Employer or the Synopsys Group has an adequate remedy at law, and (b) of this section the Employee shall have no further force and effect after not urge in any such action or proceeding the date claim or defense that any such Change of Control occursremedy at law exists.

Covenant Not to Compete. (ai) Subject In order to induce I-trax to enter into this Agreement and to consummate the provisions transactions contemplated hereby and in addition and without prejudice to any other non-competition, non-solicitation and/or similar covenant to which any Member may be subject to from time to time, for a period of five (c5) of this sectionyears from and after the Closing Date, without the express prior written consent none of the Members and their Affiliates (other than in conjunction with I-trax) shall, directly or indirectly, including through an Affiliate: (A) engage in any business that any of MyFamilyMD and its Subsidiaries conducts as of the Closing Date (the "Business"); (B) recruit, solicit or induce, or attempt to induce any employee of, or independent contractor to, MyFamilyMD, I-trax or the Holding Company to terminate their employment with, or otherwise cease their relationship with, MyFamilyMD, I-trax or the Holding Company; (C) solicit, Employee will not serve as an employeedirect, take away or attempt to direct or take away, from MyFamilyMD, I-trax, the Holding Company or their Affiliates any of the business or patronage of any of their respective customers, clients, accounts, vendors or suppliers and none of the Members and their Affiliates shall assist any other Person to do so, or be a proprietor, equity holder, investor, lender, partner, director, officer, director employee, consultant or consultantrepresentative of any Person who does attempt to do so and (D) publicly disparage, deprecate or in make any untrue negative comment with respect to any other similar capacity Party or make investments (other than open market investments in no more than five percent (5%) the Holding Company or any of the outstanding stock of any publicly traded company) in their Subsidiaries or on behalf of any persontheir respective businesses, firm, corporation, association operations or other entity whose activities directly compete with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantproperties. (cii) Employee's obligations under For purposes of Section 8(e)(i) above, the following shall be deemed not engaging in the Business: (aA) and ownership of an interest of less than 1% as a passive investor in companies with securities traded either on the NYSE, the AMEX, the Nasdaq National Market, the Nasdaq SmallCap Market or quoted on the OTC Bulletin Board; (bB) ownership of this section shall continue an interest of less than 5% as a passive investor in force only companies with securities not traded either on the NYSE, the AMEX, the Nasdaq National Market, the Nasdaq SmallCap Market or quoted on the OTC Bulletin Board if such interest was acquired while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change subject companies were not engaged in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.Business; and

Covenant Not to Compete. (a) Subject The parties confirm that it is reasonably necessary for the protection of the Employer that the Employee agree, and accordingly, the Employee does hereby agree that she will not, directly or indirectly, except for the benefit of the Employer, at any time during her employment hereunder and thereafter for a period of four years from the date of termination of this Agreement, provided the Employer shall duly perform its obligations to the provisions of Employee pursuant to this Agreement: (ci) of this sectionBecome an officer, without director, partner, associate, employee, owner, agent, creditor, independent contractor, co-venturer or otherwise, or be interested in or associated with any other corporation, firm or business engaged, in any geographical area in which the express prior written consent Employer (or, after the Synopsys Acquisition closes, if ever, Synopsys, Inc.) and their respective subsidiaries and Affiliates (the "Synopsys Group") is then engaged, in making or selling one or more products competitive with a product or products then being made or sold by the Employer or the Synopsys Group in the EDA industry, which products made or sold by the Employer or the Synopsys Group accounted for at least 1% of the Companyannual sales of either the Employer or Synopsys, Employee will not serve as an employeeInc. (including in each case their respective subsidiaries and affiliates) during the four fiscal quarter period ending with the last fiscal quarter completed prior to the Termination Date; (ii) Solicit, officercause or authorize, director directly or consultantindirectly, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in to be solicited for or on behalf of any personherself or third parties, firm, corporation, association or other entity whose activities directly compete with the activities from parties who were customers of the Company where such Employer in the EDA industry at any time within one year prior to the cessation of her employment may involve assisting such competitor hereunder, any business competitive to the business transacted by the Employer with such activities as customers in the Employee performed EDA industry; (iii) Accept or cause or authorize, directly or indirectly, to be accepted for or on behalf of herself or third parties, any such business in the Company which EDA industry from any such customers of the Employer as defined in the preceding subsection; (iv) Solicit, or cause or authorize, directly compete with those now existing or contemplated as indirectly, to be solicited for employment for or on behalf of this date; providedherself or third parties, howeverany persons who served in a full-time employee capacity at any time within six months prior to the cessation of her employment hereunder, the Company recognizes parties agree that the restrictions set forth in this subsection shall not apply to any investment made by Employee in oil and gas properties owned solicitation directed by the Company which investments are made on Employee at the same terms (or terms more favorable public in general in publications available to the Companypublic in general or any contact which Employee can demonstrate was initiated by such employee, nor to any solicitation of Yvonne Liu (after the merger agreement governing th▇ ▇▇▇▇▇▇▇▇ Acquisition has been terminated as provided therein, or at least six months after the Synopsys Acquisition has closed), Kevin Liu, David Huang, D.J. Ma or any relative of ▇▇▇ ▇▇▇▇▇ye▇. (▇) as those offered ▇▇▇▇ ▇▇y public position contrary to unaffiliated third parties are specifically excluded from a public position taken by the Board of Directors of Employer, provided that the foregoing shall not apply to actions taken by the Employee to enforce her rights under this section; andAgreement or to testimony or the production of documents by the Employee which may be required by legal process. (b) Subject to the The Employee agrees that any breach or threatened breach by her of any provisions of (c) this Section 5 shall entitle the Employer, in addition to any other legal or equitable remedies available to it, to apply to any court of this section, without the express prior written consent of the Company, he will not solicit, recruit competent jurisdiction to enjoin such breach or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantthreatened breach. (c) EmployeeThis Section 5 shall not be construed to prevent the Employee from owning in the aggregate an amount not exceeding three per cent (3%) of the issued and outstanding voting securities of any class of any corporation which is in competition with the Employer in the EDA industry whose voting capital stock is traded on a national securities exchange or in the over-the-counter market. For this purpose "outstanding voting securities" shall be deemed to include the voting securities issuable upon conversion of a corporation's obligations under outstanding convertible securities, whether or not immediately convertible, and the voting securities of a corporation issuable upon exercise of outstanding warrants and options to acquire voting securities, whether or not immediately exercisable, and "voting securities" of a corporation shall be deemed to include securities convertible into or exercisable for voting capital stock, valued at the number of shares such securities are convertible into or exercisable for the purpose of determining percentage ownership of outstanding voting securities. (d) [Intentionally omitted.] (e) [Intentionally omitted.] (f) Notwithstanding anything in this Agreement to the contrary, if the Employee violates any of the provisions of paragraph (a) hereof during the four year period beginning on the Termination Date and fails to cease such violation and to remedy the consequences of such violation within ninety days after notice from the Employer or the Synopsys Group specifying such violation and if the Employer or the Synopsys Group obtains a final judgment from a court of competent jurisdiction to the effect that the Employee has violated a provision of paragraph (a) and has failed to cease such violation and to remedy the consequences of such violation within ninety days after notice from the Employer or the Synopsys Group, the Employee agrees that she will reimburse the Employer, immediately, for the amount of the Termination Payment. The preceding sentence states the Employer's exclusive monetary remedy for such a breach. In no event shall the Employee's aggregate liability for any breach or breaches of any obligations under this Agreement exceed the amount of the Termination Payment received by her. (bg) For the purpose of this Section 5, a company, entity or person shall be deemed in competition with the Employer or the Synopsys Group if such company, entity or person engages in the EDA industry or, to the knowledge of the Employee, has definitive plans to engage in the EDA industry. (h) Employee represents and warrants that, as of the Termination Date, to the best of her knowledge after exercising reasonable care, she is not in possession of any non-public Employer documents or other material tangible or intangible Employer property, including non-public information stored in computers or on computer disks, and non-public recorded or graphic matter, obtained during her employment with Employer ("Employer Information"). Employee covenants that to the extent that, at any time following the Termination Date, she discovers Employer Information that was inadvertently retained by her, she will promptly destroy such Employer Information. (i) The restrictions imposed on the Employee's activities under this Section 5 shall not be interpreted to restrict any activities of the Employee that are not materially related to the EDA industry, nor to the Employee's donation of any money, property or services to any educational, scientific or religious organization as defined in Section 501(c)(3) of the Internal Revenue Code, as amended (or any such organization that would fall within such definition if the entire world were part of the United States). (j) The Employee hereby agrees that it is impossible to measure in money the damages which will accrue to the Employer or the Synopsys Group by reason of a failure by the Employee to perform any of her obligations under this section shall continue in force only while Employee is receiving salary payments from Section 5. Accordingly, notwithstanding Section 7 of this Agreement, if the Company after termination, provided that if there has been a "Change in Control," as defined below, then Employer or the Synopsys Group institutes any action or proceeding to enforce the provisions of (a) hereof, to the extent permitted by applicable law, the Employee hereby waives the claim or defense that the Employer or the Synopsys Group has an adequate remedy at law, and (b) of this section the Employee shall have no further force and effect after not urge in any such action or proceeding the date claim or defense that any such Change of Control occursremedy at law exists.

Covenant Not to Compete. (a) Subject Assignor and each Shareholder acknowledges that the agreements and covenants contained in this Paragraph 3 are essential to protect the provisions Assigned Assets being purchased by Assignee, and Assignee would not purchase the Assigned Assets but for the agreements and covenants of Assignor and each Shareholder contained in this Paragraph 3. (b) Until the earlier to occur of (ci) five (5) years following the date of this sectionAssignment Agreement, without or (ii) two (2) years following the express prior written consent date of this Assignment Agreement but only in the event that Assignee does not expend at least One Million Dollars ($1,000,000) (including direct research and development expenditures plus a portion of Assignee's general administrative expenses attributable to such project, each to be allocated in a manner consistent with generally accepted accounting principles and Assignee's past practices) (the "Minimum Requirement") on the development or commercialization of the Companyp-MPA Technology or the Assigned Assets during such two-year period, Employee will not serve neither Assignor nor any Shareholder nor any of their Related Persons shall engage in a business that markets the p-MPA Technology or products which include the p-MPA Technology, either directly or indirectly, or enter the employ of, or render any services to, any Person (other than the Assignee) engaged, directly or indirectly, in such activities; or become interested in any Person (other than the Assignee) that is engaged in such activities, directly or indirectly, as an employeea partner, officerlender, director or consultantmember, shareholder, agent, trustee, consultant or in any other similar capacity relationship or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock capacity; provided that each such party may own, directly or indirectly, solely as an investment, securities of any publicly Person which are traded company) in on any national securities exchange if such party is not a controlling person of, or on behalf a member of a group which controls, such Person or does not, directly or indirectly, own 1% or more of any person, firm, corporation, association or other entity whose activities directly compete with the activities class of the Company where securities of such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantPerson. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.

Covenant Not to Compete. 10.1 As a material inducement to the Buyer and Bright Mountain to enter into this Agreement, and in consideration of the purchase the Purchased Assets, the consummation of the transactions contemplated hereby, and the execution and delivery of the Service Agreements with So▇▇▇▇ ▇nd Love, in consideration, each of the Seller, So▇▇▇▇ ▇nd Love agree to the following: (a) Subject to That during the provisions of (c) of this sectionRestricted Period and within the Restricted Area, without neither the express prior written consent of the CompanySeller, Employee will not serve So▇▇▇▇ ▇r Love will, individually or in conjunction with others, directly or indirectly, engage in any Business Activities, whether as an employee, officer, director or consultantdirector, or in any other similar capacity or make investments proprietor, employer, partner, independent contractor, investor (other than open market investments in no more as a holder solely as an investment of less than five one percent (51%) of the outstanding capital stock of any a publicly traded company) in corporation), consultant, advisor, agent or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this sectionotherwise; and (b) Subject That during the Restricted Period and within the Restricted Area, neither the Seller, So▇▇▇▇ ▇r Lover will not, directly or indirectly, compete with the Buyer or its affiliates by soliciting, inducing or influencing any of the Black Helmet Business customers which have a business relationship with the Seller to discontinue or reduce the extent of such relationship with the Buyer as the successor in interest to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant.Black Helmet Business; and (c) Employee's obligations under That during the Restricted Period and within the Restricted Area, neither the Seller, So▇▇▇▇ ▇r Love will (aA) directly or indirectly recruit, solicit or otherwise influence any employee or agent of the Buyer or its affiliates to discontinue such employment or agency relationship with the Buyer or its affiliates, or (B) employ or seek to employ, or cause or permit any business which competes directly or indirectly with the Business Activities (the "Competitive Business") to employ or seek to employ for any Competitive Business any person who is then (or was at any time within two (2) years prior to the date Seller, So▇▇▇▇ ▇r Love employs or seeks to employ such person) employed by the Buyer or any of its affiliates. 10.2 It is understood by and (b) between the parties hereto that the foregoing covenants contained in Section 10.1 are essential elements of this section Agreement, and that but for the agreement by the Seller, So▇▇▇▇ ▇nd Love to comply with such covenants, the Buyer and Bright Mountain would not have agreed to enter into this Agreement and purchase the Purchased Assets. Such covenants by the Seller, So▇▇▇▇ ▇nd Love shall continue be construed to be agreements independent of any other provisions of this Agreement. The existence of any other claim or cause of action, whether predicated on any other provision in force only while Employee is receiving salary payments this Agreement, or otherwise, as a result of the relationship between the parties shall not constitute a defense to the enforcement of such covenants against the Seller, So▇▇▇▇ ▇nd Love. To the extent that the covenants contained in this Section 10 may later be deemed by a court to be too broad to be enforced with respect to their duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the Company after termination, provided that if there has been a "Change in Control," provision. The provision as defined below, modified shall then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occursbe enforced.

Covenant Not to Compete. (a) Subject to Except as provided in Section 7.4(b) below, for a period of five (5) years from and after the provisions of (c) of this sectionClosing Date, without the express prior written consent each of the CompanySellers agrees that, Employee he or she will not serve (i) directly or indirectly, engage in, manage, operate, control, conduct, consult for or be employed in a management capacity by, provide services to or invest in any business or venture in competition (as an employeeof the Closing Date) with the Practices, officerthe Corporations, director or consultantPSC, PSC Management, Parent, or either NewCo in any other similar capacity his or make investments her Restricted Territory (other as defined below); provided however, that ownership of less than open market investments in no more than five percent (5%) 1% of the outstanding stock of any publicly traded companycorporation shall not be deemed to violate this clause, (ii) within his or her Restricted Territory, directly or indirectly, solicit or attempt to solicit any customer or client of PSC, PSC Management, Parent or patient of either NewCo other than in the course of a Seller's performance of services and duties for the applicable NewCo as a physician-shareholder thereof; or on behalf (iii) solicit or employ or attempt to solicit or hire away or employ any employee of PSC, PSC Management, Parent, any Corporation or NewCo. Notwithstanding the foregoing, general advertising by a Seller in newspapers, magazines, radio, television or similar media that is not directly targeted at patients, customers or employees of any personCorporation, firmNewCo, corporationPractice, association PSC, PSC Management or Parent shall not, by itself, be deemed a violation of this Section 7.4(a). If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section is invalid or unenforceable, the Sellers and PSC agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. As used herein, the "Restricted Territory" for each of the Sellers is set forth in Exhibit 7.4. The parties agree that the restraints set forth above in this Section 7.4(a) and Exhibit 7.4 are reasonable in respect to subject matter, length of time and geographic area. Each of the Sellers agrees that the restrictions on their activities contained in this Section are reasonable and necessary to protect the goodwill and relationships, economic advantage and other legitimate interests of PSC, PSC Management, Parent and each NewCo, and that, were it, he or she to breach any of the covenants contained in this Section 7.4(a), PSC, PSC Management, Parent and each NewCo would be harmed and the damage to PSC, PSC Management, Parent and each NewCo would be irreparable. Accordingly, Sellers acknowledge and agree that, as PSC's, PSC Management's, Parent's and each NewCo's and Corporation's legal remedies would be inadequate in the event of a breach of the covenants in this Section 7.4(a), in addition to damages and other remedies available, such covenants may be enforced by injunction or other entity whose activities directly compete with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andequitable remedies. (b) Subject Parent and PSC agree that the Sellers who are partners in the New York NewCo shall be released from the restrictive covenants set forth in Section 7.4(a) in the event of termination of the New York MSA by New York NewCo due to the provisions occurrence of a "Manager Event of Default" thereunder (cas such term is defined therein), and Parent and PSC agree that CEA Seller shall be released from the restrictive covenants set forth in Section 7.4(a) in the event of this section, without the express prior written consent termination of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in New Jersey MSA by New Jersey NewCo due to the solicitation, recruitment or hiring occurrence of any person engaged by the Company as an employee, officer, director or consultant. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control,Manager Event of Default" thereunder (as such term is defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurstherein).

Covenant Not to Compete. (1) Each of China VC, NZR and the Covenantors shall devote its/his/her full time, attention, skill and abilities to exclusively render to the EJV its/his/her advice, opinions, consultancy, business procurement and assistance in furtherance of the EJV Business. (2) Save as disclosed in writing by China VC, NZR and the Covenantors prior to the Parties entering into this Agreement (a list of such companies which China VC, NZR and the Covenantors have disclosed is attached hereto as Schedule 4), each of China VC, NZR and the Covenantors shall not, directly or indirectly for the duration of the entire period in which NZR legally owns 50% or more of the equity in the EJV (“Restricted Period”):- (a) Subject to accept employment with or provide any contract for services with any person, firm or company either within or outside PRC (“Territory”) which is in competition with the provisions of (c) of this sectionEJV, without the express prior written consent of the Companyor otherwise carry on or be concerned or interested and whether as principal, Employee will not serve as an shareholder, director, partner, employee, officer, director agent or consultant, or otherwise (except as a shareholder in any other similar capacity or make investments (other than open market investments in no a public listed company holding not more than five 5 percent (5%) of the outstanding stock of any publicly traded issued share capital in such public company) or engage directly or indirectly in any other business which may compete with the EJV Business carried on by the EJV or such potential business relating to information industry which the EJV may engage in ; (b) make any statements or comments of a defamatory or disparaging nature to third parties regarding the EJV or its products or services; (c) refer, introduce, directly or indirectly, to any of China VC, NZR and the Covenantors (including their Associates, Subsidiaries and Affiliates) or any other third parties any business opportunities, potential businesses (“Business Opportunities”) relating to the EJV Business unless all Directors shall have been fully and correctly informed of the Business Opportunities and that the Board shall have resolved by Supermajority that the EJV shall not pursue on behalf such Business Opportunities. (d) do anything or omit to do anything with an intent of enticing away from the EJV Business Opportunities which the EJV should have if no such act or omission had been done. Without prejudice to the generality of the provisions set out in this Section 9.1(2), if a relevant Covenantor shall be dismissed by the EJV for reasons other than misconduct or incompetence of the relevant Covenantor, the Restricted Period shall be changed to a period commencing from the date of this Agreement up till expiration of three years after his/her dismissal by the EJV. (3) Each of China VC, NZR and the Covenantors, also covenants that each of them shall not, directly or indirectly, throughout the Restricted Period, solicit or interfere with or endeavour to entice away from the EJV any person, firm, corporation, association firm or other entity whose activities directly compete company who at any time during the Restricted Period shall be in the habit of dealing with the activities EJV or its Subsidiaries (if any) and with whom any of China VC, NZR and the Covenantors shall have contact (including but not limited to actual and potential customers, actual and potential business partners, financiers). China VC, NZR and the Covenantors further covenant not to induce or seek to induce any employee of the Company where such employment EJV or its Subsidiaries (if any) to leave his/her service. (4) While the restrictions contained in Section 9.1 are considered by the parties hereto to be reasonable in all the circumstances, it is recognised that restriction of the nature in question may involve assisting such competitor fail for unforeseen technical reasons and accordingly, it is agreed and declared that, if the restrictions contained in Section 9.1 will when taken together be adjudged by any court of competent jurisdiction to go beyond what is reasonable in all the circumstances for the protection of the EJV Business and the goodwill of the EJV and the legitimate interests of the EJV, but would be adjudged reasonable if part or parts of the wording thereof were deleted or modified, or if the definition of the “EJV Business” or the “Territory” were restricted or otherwise modified, the said restrictions shall apply with such activities deletions or modifications, as the Employee performed on behalf case may require, and the provisions of the Company which directly compete with those now existing or contemplated Section 9.1 will take effect accordingly. (5) HL hereby further warrants, undertakes and covenants that as of this date; provideda Condition for Closing:- (a) HL shall transfer his entire equity interest (both legal and beneficial) in Layer One Limited (“Layer One”), howevera limited company incorporated in Hong Kong, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Companyother existing shareholders thereof upon Setup of EJV; (b) as those offered a result of transferring such equity interest in Layer One, neither HL nor any of his Associates nor Affiliates shall have any direct or indirect interest in Layer One; (c) HL shall provide PIHK with all documents/information for his transfer of equity interest in Layer One (including but not limited to unaffiliated third parties are specifically excluded from this sectiontransfer instrument, payment evidence, etc.) as may be requested by PIHK; and (bd) Subject HL shall issue a deed of confirmation confirming his compliance with the above undertakings before Closing, failing any one of which, and in the event that such Condition be waived by PIHK, PIHK shall be entitled to (i) charge the provisions of EJV for an Additional Management Fee (cother than that chargeable under Section 2.1(5)(c)) of this section, without the express prior written consent equivalent to [redacted] of the Company, he will total revenue of the EJV from the date of its establishment; and (ii) claim for compensation from HL for an amount not solicit, recruit or hire, or assist any person, firm, corporation, association less than the salary (or other entity in remuneration payable under the solicitationemployment contract between the EJV and HL) paid to HL, recruitment or hiring of any person engaged until such covenant is fulfilled by the Company as an employee, officer, director or consultantHL. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.

Covenant Not to Compete. The Employee shall not, until September 18, 1999 (a) Subject to the provisions "Restricted Period"), do any of (c) of this section, the following directly or indirectly without the express prior written consent of the CompanyParent: (a) compete with the Company or any of its respective affiliates or subsidiaries, Employee will not serve or any of their respective successors or assigns, whether now existing or hereafter created or acquired (collectively, the "Related Companies"), in any document management business conducted during the Term or, as an employeeof September 18, officer1998, director or consultant, contemplated to be conducted (as has been determined by the Board) or in any other similar capacity business conducted by the Company in which the Employee is or make investments has been actively engaged (the "Restricted Business") within any geographic area located within the United States of America, its possessions or territories (the "Restricted Area"); (b) become interested (whether as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) in any person, firm, corporation, association or other than open market investments entity that competes with the Related Companies in no the Restricted Business within the Restricted Area, if such interest would constitute a violation of Section 8(a) hereof; provided, that nothing contained in this Section 8(b) shall prohibit Employee from owing, as a passive investor, not more than five percent (5%) of the outstanding stock securities of any class of any publicly-traded securities of any publicly traded company) in held company listed on a well- recognized national securities exchange or on behalf an interdealer quotation system of the National Association of Securities Dealers, Inc; (c) influence or attempt to influence any person, firm, corporation, association supplier or other entity whose activities directly compete with the activities customer of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf or any of the Company which directly compete Related Companies to terminate or modify any written or oral agreement or course of dealing with those now existing or contemplated as of this date; provided, however, the Company recognizes that or the Related Companies; or (d) influence or attempt to influence any investment made by Employee in oil and gas properties owned person (other than a family member) to either (i) terminate or modify his employment, consulting, agency, distributorship or other arrangement with the Company or any of the Related Companies, or (ii) employ or retain, or arrange to have any other person or entity employ or retain, any person who has been employed or retained by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent any of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company Related Companies as an employee, officerconsultant, director agent or consultant. (c) Employee's obligations under (a) and (b) distributor of this section shall continue in force only while Employee is receiving salary payments from the Company after terminationor the Related Companies at any time during the one year period immediately preceding September 18, provided that if there has been a 1998."Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.

Covenant Not to Compete. (a) Subject As a material inducement to the provisions Purchaser's purchase of (c) the Shares, the Seller shall not, during the Restricted Period, do any of this sectionthe following, directly or indirectly, without the express prior written consent of the CompanyPurchaser in its sole discretion: (a) compete, Employee will not serve directly or indirectly, with the Purchaser or the Company or any of their respective Affiliates or Subsidiaries, or any of their respective successors or assigns, whether now existing or hereafter created or acquired (collectively, the "Related Companies"), or otherwise engage or participate, directly or indirectly, in any business conducted by Purchaser or a Subsidiary (the "Restricted Business") within any geographic area located within the United States of America, its possessions or territories (the "Restricted Area"); (b) become interested (whether as an employeeowner, stockholder, lender, partner, co-venturer, director, officer, director employee, agent, consultant or consultantotherwise), directly or indirectly, in any other similar capacity or make investments (other than open market investments Person that engages in no the Restricted Business within the Restricted Area; provided, that nothing contained in this Section 8.2(b) shall prohibit the Seller from owing, as a passive investor, not more than five percent (5%) of the outstanding stock securities of any class of any publicly-traded securities of any publicly traded company) in held Company listed on a well-recognized national securities exchange or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities an interdealer quotation system of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf National Association of the Company which directly compete with those now existing or contemplated as of this dateSecurities Dealers, Inc; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant.or (c) Employeesolicit, call on, divert, take away, influence, induce or attempt to do any of the foregoing, in each case within the Restricted Area, with respect to the Purchaser's, the Company's obligations under or any of their respective Related Companies' (aA) and customers or distributors or prospective customers or distributors (bwherever located) with respect to goods or services that are competitive with those of this section shall continue the Purchaser, the Company, or any of their respective Related Companies, (B) suppliers or vendors or prospective suppliers or vendors (wherever located) to supply materials, resources or services to be used in force only while Employee is receiving salary payments from connection with goods or services that are competitive with those of the Purchaser, the Company after terminationor any of their respective Related Companies, provided that if there has been a "Change in Control," as defined below(C) distributors, then consultants, agents, or independent contractors to terminate or modify any contract, arrangement or relationship with the provisions Purchaser, the Company or any of their respective Related Companies or (aD) and employees (bother than family members) to leave the employ of this section shall have no further force and effect after the date that such Change Purchaser, the Company or any of Control occurstheir respective Related Companies.

Covenant Not to Compete. The Employee shall not, during the ----------------------- Term (aexcept in the performance of the Employee's duties hereunder) Subject to and for a period of two (2) years immediately following the provisions termination of (c) the Employee's employment hereunder do any of this section, the following directly or indirectly without the express prior written consent of the CompanyBoard of Directors in its sole discretion: (a) engage or participate, Employee will not serve directly or indirectly, in any business activity substantially competitive with the Business, as an employeeengaged in by the Company at the time enforcement of this provision is sought; (b) become interested (as owner, stockholder, lender, partner, co-venturer, director, officer, director employee, agent, consultant or consultantotherwise) in any person, firm, corporation, association or other entity engaged in any business that is competitive with the Business, or become interested in (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) any other similar capacity or make investments (other than open market investments in no more than five percent (5%) portion of the outstanding stock of any publicly traded company) in or on behalf business of any person, firm, corporation, association or other entity whose activities directly compete where such portion of such business is competitive with the activities Business, as engaged in by the Company at the time enforcement of this provision is sought, (notwithstanding the foregoing, the Employee may hold not more than five percent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in the Business); (c) engage, either directly or indirectly, in any business activity substantially competitive with the Business, as engaged in by the Company at the time enforcement of this provision is sought, with any (A) customer with whom the Company shall have dealt at any time during the one (1) year period immediately preceding the termination of the Employee's employment hereunder, or (B) corporate partner, collaborator, independent contractor or supplier with whom the Company shall have dealt at any time during the one (1) year period immediately preceding the termination of the Employee's employment hereunder; (d) influence or attempt to influence any then current or prospective supplier, customer, corporate partner, collaborator, or independent contractor of the Company where such employment may involve assisting such competitor to terminate or modify any written or oral agreement or course of dealing with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andor (be) Subject make any agreement or contract with any person with the purpose of influencing or attempting to the provisions of influence any person either (ci) of this sectionto terminate or modify an employment, without the express prior written consent of consulting, agency, distributorship or other arrangement with the Company, he will not solicit, recruit or hire(ii) to employ or retain, or assist arrange to have any personother person or entity employ or retain, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged who has been employed or retained by the Company as an employee, officerconsultant, director agent or consultant. distributor of the Company at any time during the two (c2) year period immediately preceding the termination of the Employee's obligations under (a) employment hereunder. The Employee acknowledges that he has carefully read and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then considered the provisions of (a) this Section 6. The Employee acknowledges that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the Business, but he nevertheless believes that he has received and (b) will receive sufficient consideration and other benefits in connection with the payment by the Company of this section shall have no further force the compensation set forth in Sections 3 and effect after 7 hereof to justify such restrictions, which restrictions the date Employee does not believe would prevent him from earning a living in businesses that such Change of Control occursare not competitive with the Business and without otherwise violating the restrictions set forth herein.

Covenant Not to Compete. (a) Subject The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the provisions protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the "Restricted Period" within the "Restricted Area" (as those terms are defined in SECTION 9(e) below): (i) except as provided in SUBSECTION (c) below, engage in the business of this section, without the express prior written consent acting as an executive of the CompanyCorporation engaged in the research, Employee will not serve development, production or sale of biotechnology products (including in the areas of muscular dystrophy, sickle cell anemia, and other specific indications) within any of the specific disease indications and/or product categories in which the Corporation has been actively involved during the period of Executive's employment with the Corporation, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, officerowner, director or consultantagent, creditor, independent contractor, or co-venturer of any third party; or (ii) not to solicit to employ or engage, for or on behalf of himself or any third party, any employee or agent of the Corporation. (b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period solicit any customers of the Corporation with respect to products competitive with products then being sold by the Corporation. (c) If any of the restrictions contained in any this Section 9 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other similar capacity provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This SECTION 9 shall not be construed to prevent the Executive from owning, directly or make investments (other than open market investments indirectly, in no more than the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding stock voting securities of any publicly traded company) in or on behalf class of any person, firm, corporation, association corporation whose voting capital stock is traded or other entity whose activities directly compete with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed listed on behalf of the Company which directly compete with those now existing a national securities exchange or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantover-the-counter market. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.

Covenant Not to Compete. (a) Subject to Executive hereby acknowledges and recognizes the provisions of (c) of this section, without the express prior written consent highly competitive nature of the Companybusiness of Tower and FNB and accordingly agrees that, Employee will not serve during and for the applicable period set forth in Section 7(c) hereof, Executive shall not: (i) enter into or be engaged (other than by Tower, FNB or any of their subsidiaries), directly or indirectly, either for his own account or as an agent, consultant, employee, partner, officer, director or consultantdirector, or in any other similar capacity or make investments proprietor, investor (other except as an investor owning less than open market investments in no more than five percent (5%) % of the outstanding stock of any a publicly traded owned company) in or on behalf otherwise of any person, firm, corporationcorporation or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, association or (2) any other entity whose activities activity in which Tower, FNB or any of their subsidiaries are engaged during the term of Executive’s employment, in ▇▇▇▇▇▇▇ County, Pennsylvania; (ii) solicit, directly compete with or indirectly, current or former customers of Tower, FNB or any of their subsidiaries to divert their business from Tower, FNB or any of their subsidiaries; or (iii) solicit, directly or indirectly, any person who is employed by Tower, FNB or any of their subsidiaries to leave the activities employ of Tower, FNB or any of their subsidiaries. (b) It is expressly understood and agreed that, although the parties consider the restrictions contained in Section 7(a) hereof reasonable for the purpose of preserving for Tower, FNB and their subsidiaries their goodwill and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in this Section 7(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of Section 7(a) hereof shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. (c) The provisions of this Section 7 shall be applicable commencing on the date of this Agreement and continuing for twelve (12) months after the effective date of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf termination of the Company which directly compete with those now existing or contemplated as of this dateExecutive’s employment; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) this Section 7 shall be null and void in the event that Executive terminates this Agreement for “Good Reason” or Executive’s employment is involuntarily terminated by Tower or FNB without “Cause” or following a Change of Control. Notwithstanding the above provisions, if the Executive violates the provisions of this section, without the express prior written consent Section 7 and Tower or FNB must seek enforcement of the Companyprovisions of Section 7 and is successful in enforcing the provisions, he will not solicit, recruit or hireeither pursuant to a settlement agreement, or assist any personpursuant to court order, firm, corporation, association the covenant not to compete will remain in effect for one full year following the date of the settlement agreement or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantcourt order. (cd) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided Executive hereby agrees that if there has been a "Change in Control," as defined below, then the provisions of (a) this Section 7 are fully assignable by Tower and (b) FNB to any successor. Executive also acknowledges that the terms and conditions of this section Section 7 will not be affected by the circumstances surrounding his termination of employment. (e) The Executive acknowledges and agrees that any breach of the restrictions set forth in this Section 7 will result in irreparable injury to Tower and FNB for which it shall have no further force meaningful remedy at law, and effect after Tower and FNB shall be entitled to injunctive relief in order to enforce provisions hereof. Upon obtaining any such final and nonappealable injunction, Tower and FNB shall be entitled to pursue reimbursement from the date that Executive and/or the Executive’s employer of attorney’s fees and costs reasonably incurred in obtaining such Change final and nonappealable injunction. In addition, Tower and FNB shall be entitled to pursue reimbursement from the Executive and/or the Executive’s employer of Control occurscosts reasonably incurred in securing a qualified replacement for any employee enticed away from Tower and FNB by Executive. Further, Tower and FNB shall be entitled to set off against or obtain reimbursement from Executive of any payments owed or made to the Executive hereunder.

Covenant Not to Compete. (a) Subject to This covenant between you and the provisions of (c) of this section, without the express prior written consent Company is being executed and delivered by you in consideration of the Company, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) covenants of the outstanding stock Company contained in this Agreement and for other good and valuable consideration, receipt of which is hereby acknowledged. (b) Provided that the Company is in compliance with all of its obligations to you under paragraphs 2, 3, 4 and 5, hereof, you agree that during the time between the Resignation Date and the Termination Date, the Severance Period, plus a period of 24 months thereafter (such additional 24 months being the "Noncompete Period"), neither you nor any publicly traded companyof your affiliates (defined below) in shall, directly or indirectly, for yourself or on behalf of any other person, corporation, firm, corporationpartnership, association or any other entity whose activities directly compete with (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity) (i) engage or participate in any "competing business" (defined below) anywhere in the activities "restricted territories" (defined below); (ii) induce any customers of the Company where such employment may involve assisting such competitor with such activities as or any of its subsidiaries to patronize any competing business; (iii) canvass, solicit or accept any similar business from any customer or the Employee performed on behalf Company or any of its subsidiaries; (iv) request or advise any customers of the Company which directly compete or any of its subsidiaries to withdraw, to curtail or cancel such customer's business with those now existing the Company or contemplated any of its subsidiaries; (v) interfere with the Company's or any of its subsidiaries' relationship with an employee of the Company or such subsidiary; or (vi) solicit, employ or otherwise engage as an employee, independent contractor or otherwise, any person who is an employee of the Company or any of its subsidiaries as of this datethe Resignation Date or during the Severance Period or Noncompete Period; provided, however, that this paragraph 6(b) shall not prohibit you and your affiliates from purchasing or holding in the aggregate, as passive investors, equity interests of up to 2% in any business entity or person in competition, directly or indirectly with the Company recognizes that or any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantits subsidiaries. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.

Covenant Not to Compete. (a) Subject to Executive hereby acknowledges and recognizes the provisions of (c) of this section, without the express prior written consent highly competitive nature of the Companybusiness of Corporation and Bank and accordingly agrees that, Employee will not serve during and for the applicable period set forth in Section 9(c) hereof, Executive shall not, except as an otherwise permitted in writing by the Bank: (i) be engaged, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or consultantotherwise of any person, firm, corporation or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, or in (2) any other similar capacity activity in which Corporation or make investments (other than open market investments in no more than five percent (5%) Bank or any of their subsidiaries are engaged during the Employment Period, and remain so engaged at the end of the outstanding stock Employment Period, within a fifty (50) mile radius of any publicly traded companyBank’s principal place of business at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ (the “Non-Competition Area”); (ii) in provide financial or on behalf of other assistance to any person, firm, corporation, association or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, or (2) any other activity in which Corporation or Bank or any of their subsidiaries are engaged during the Employment Period, in the Non-Competition Area; (iii) directly or indirectly solicit persons or entities who were customers or referral sources of Corporation, Bank or their subsidiaries within six (6) months of Executive’s termination of employment, to become a customer or referral source of a person or entity whose activities other than Corporation, Bank or their subsidiaries; or, (iv) directly compete with the activities or indirectly solicit employees of the Company where such Corporation, Bank or their subsidiaries who were employed within two (2) years of Executive’s termination of employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing to work for anyone other than Corporation, Bank or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andtheir subsidiaries. (b) Subject to It is expressly understood and agreed that, although Executive and Corporation and Bank consider the restrictions contained in Section 9(a) hereof reasonable for the purpose of preserving for Corporation and Bank and their subsidiaries their goodwill and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Section 9(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of (cSection 9(a) of this section, without the express prior written consent of the Company, he will hereof shall not solicit, recruit be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantindicate to be reasonable. (c) Employee's obligations under The provisions of this Section 9 shall be applicable, commencing on the date of this Agreement and ending on one of the following dates as applicable: (ai) and (bif Executive voluntarily terminates his employment in accordance with the provisions of Section 4(e) of this section shall continue Agreement (relating to termination without Good Reason), the first anniversary date of the effective date of termination of employment; (ii) if Executive’s employment terminates in force only while Employee accordance with the provisions of Section 4(b) of this Agreement (relating to termination for Cause), the first anniversary date of the effective date of termination of employment; (iii) if the Executive voluntarily terminates his employment in accordance with the provisions of Section 4(c) of this Agreement (relating to termination by Executive for Good Reason), the second anniversary date of the effective date of termination of employment; (iv) if the Executive’s employment is receiving salary payments from involuntarily terminated in accordance with the Company after termination, provided that if there has been provisions of Section 6 of this Agreement (relating to involuntary termination without Cause following a "Change in Control), the second anniversary date of the effective date of termination of employment; or," as defined below, then (v) if the Executive’s employment is involuntarily terminated in accordance with the provisions of (a) and (b) Section 8 of this section shall have no further force and effect after Agreement (relating to involuntary termination without Cause absent a Change in Control), the second anniversary date that such Change of Control occursthe effective date of termination of employment.

Covenant Not to Compete. (a) Subject to Executive hereby acknowledges and recognizes the provisions of (c) of this section, without the express prior written consent highly competitive nature of the Companybusiness of Corporation and Bank and accordingly agrees that, Employee will not serve during and for the applicable period set forth in Section 9(c) hereof, Executive shall not, except as an otherwise permitted in writing by the Corporation and the Bank: (i) be engaged, directly or indirectly, either for her own account or as agent, consultant, employee, partner, officer, director director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or consultantotherwise of any person, firm, corporation or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, or in (2) any other similar capacity activity in which Corporation or make investments (other than open market investments in no more than five percent (5%) Bank or any of their subsidiaries are engaged during the Employment Period, and remain so engaged at the end of the outstanding stock Employment Period, within a fifty (50) mile radius of any publicly traded companyBank’s principal place of business at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ (the “Non-Competition Area”); (ii) in provide financial or on behalf of other assistance to any person, firm, corporation, association or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, or (2) any other activity in which Corporation or Bank or any of their subsidiaries are engaged during the Employment Period, in the Non-Competition Area; (iii) directly or indirectly solicit persons or entities who were customers or referral sources of Corporation, Bank or their subsidiaries within six (6) months of Executive’s termination of employment, to become a customer or referral source of a person or entity whose activities other than Corporation, Bank or their subsidiaries; or (iv) directly compete with the activities or indirectly solicit employees of the Company where such Corporation, Bank or their subsidiaries who were employed within two (2) years of Executive’s termination of employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing to work for anyone other than Corporation, Bank or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andtheir subsidiaries. (b) Subject to It is expressly understood and agreed that, although Executive and Corporation and Bank consider the restrictions contained in Section 9(a) hereof reasonable for the purpose of preserving for Corporation and Bank and their subsidiaries their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Section 9(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of (cSection 9(a) of this section, without the express prior written consent of the Company, he will hereof shall not solicit, recruit be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantindicate to be reasonable. (c) Employee's obligations under The provisions of this Section 9 shall be applicable, commencing on the date of this Agreement and ending on one of the following dates as applicable: (ai) and (bif Executive voluntarily terminates her employment in accordance with the provisions of Section 4(e) of this section shall continue Agreement (relating to termination without Good Reason), the first anniversary date of the effective date of termination of employment; (ii) if Executive’s employment terminates in force only while Employee accordance with the provisions of Section 4(b) of this Agreement (relating to termination for Cause), the first anniversary date of the effective date of termination of employment; (iii) if the Executive voluntarily terminates her employment in accordance with the provisions of Section 4(c) of this Agreement (relating to termination by Executive for Good Reason), the second anniversary date of the effective date of termination of employment; (iv) if the Executive’s employment is receiving salary payments from involuntarily terminated in accordance with the Company after termination, provided that if there has been provisions of Section 6 of this Agreement (relating to involuntary termination without Cause following a "Change in Control," as defined below), then the second anniversary date of the effective date of termination of employment; or (v) if the Executive’s employment is involuntarily terminated in accordance with the provisions of (a) and (b) Section 8 of this section shall have no further force and effect after Agreement (relating to involuntary termination without Cause absent a Change in Control), the second anniversary date that such Change of Control occursthe effective date of termination of employment.

Covenant Not to Compete. (a) Subject to Each Seller agrees that it will not, and will not permit any of its Affiliates to, except on behalf of Buyer, during the provisions of period beginning on the date hereof and ending on the fifth (c5th) of this section, without the express prior written consent anniversary of the CompanyClosing Date, Employee will not serve directly or indirectly, for any reason, for its own account, or on behalf of, or together with or through, any other Person or entity, whether as an employeeprincipal, agent, shareholder, participant, partner, promoter, director, officer, director or manager, member, equity owner, employee, consultant, sales representative or otherwise: (i) own, control, manage, or participate in the ownership, control or management of, or render services to, or have a material financial interest in, or lend its name to, any business engaged in, or that is undertaking to become engaged in, in whole or in part, the business of designing, developing, manufacturing, producing, finishing, marketing, selling or distributing precast concrete, including, but not limited to free-standing walls, security walls, signage, utility vaults, manholes, panels, highway barriers, pre-stressed bridge girders, concrete piles, catch basins, pipe, site amenities and curb inlets, (the “Products”), in each case within the State of California (collectively, the “Territory”), provided, however, notwithstanding anything in this Agreement to the contrary, (A) Products do not include ready-mix concrete prepared and delivered in an unhardened plastic state for placement and shaping into designed forms at a job site (“Ready-Mix Concrete”), and (B) Section 6.02(a) shall not restrict any other similar capacity Seller or make investments any of its respective Affiliates from manufacturing, producing, designing, pouring, marketing, selling or distributing Ready-Mix Concrete; (other than open market investments ii) solicit, or assist in no more than five percent (5%) the solicitation of, any Person having an office or conducting business anywhere within the Territory and to which any Seller sold, provided or solicited to sell Products or provide any services relating to Products, such as design, delivery, erection, installation, maintenance or repair of Products, in each case during the outstanding stock two-year period ending on the Closing Date, for the purpose of selling, providing or soliciting to sell Products or provide any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this dateservices; provided, however, the Company recognizes that any investment made by Employee notwithstanding anything in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable this Agreement to the Companycontrary, Section 6.02(a) shall not restrict any Seller or any of its respective Affiliates from soliciting, or assisting in the solicitation of, any Person having an office or conducting business anywhere, for the purpose of selling, providing or soliciting to sell Ready-Mix Concrete; or (iii) solicit, or assist in the solicitation of, any Person employed or engaged by Buyer in the Business in any capacity (as those offered an employee, independent contractor or otherwise) to unaffiliated third parties are specifically excluded from this section; andterminate such employment or other engagement, whether or not such employment or engagement is pursuant to a contract and whether or not such employment or engagement is at will. (b) Subject Notwithstanding anything to the provisions contrary herein, the restrictions on Sellers in Section 6.02(a) shall not serve to preclude ▇▇▇▇▇ Pre-Cast, Inc., a subsidiary of (c) of this sectionAgent operating in Arizona, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity from delivering Products to Persons located in the solicitation, recruitment or hiring of any person engaged by Territory to which it has sold Products in the Company as an employee, officer, director or consultantTerritory during the twenty-four (24) months preceding the date hereof from its existing facilities. (c) Employee's obligations under Although the parties have, in good faith, used their best efforts to make the provisions of Sections 6.01(a) and 6.02 (a) reasonable in terms of geographic area, duration and (b) scope of this section shall continue restricted activities in force only while Employee light of the scope and nature of the Business and the direct and indirect consideration to be received by Sellers hereunder, and it is receiving salary payments from not anticipated, nor is it intended, by any party hereto that an arbitral panel or court of competent jurisdiction would find it necessary to reform the Company after terminationprovisions hereof to make them reasonable in terms of geographic area, provided duration or otherwise, the parties understand and agree that if an arbitral panel or court of competent jurisdiction determines it necessary to reform the scope of Sections 6.01(a) or 6.02(a) or any part thereof in order to make it binding and enforceable, such provision shall be considered reformable and divisible in all respects and such lesser or other scope as any such court shall determine to be reasonable shall be effective, binding and enforceable. (d) The parties recognize and agree that in the event of a breach or threatened breach by any Seller of Section 6.01(a) or 6.02(a), money damages would not be an adequate remedy to Buyer for such breach and, even if money damages were adequate, it would be difficult to ascertain or measure with any degree of accuracy the damages sustained by Buyer therefrom. Accordingly, if there has been should be a "Change in Control," as defined below, then breach or threatened breach by any Seller of the provisions of Section 6.01(a) or 6.02(a), Buyer shall be entitled to an injunction restraining each such Seller from any such breach. Nothing in the preceding sentence shall limit or otherwise affect any remedies that Buyer or its Affiliates may otherwise have under Applicable Law. (ae) All of the covenants in Sections 6.01(a) and (b6.02(a) are intended by each party hereto to be, and shall be construed as, agreements independent of any other provision in this section Agreement, and the existence of any claim or cause of action of any Seller against Buyer, whether predicated on this Agreement or otherwise, shall have no further force not constitute a defense to the enforcement by Buyer of any covenant in Sections 6.01(a) or 6.02(a). The parties hereby agree that Section 6.01 and effect after this Section 6.02 are a material and substantial part of the date that such Change of Control occurstransactions contemplated hereby.

Covenant Not to Compete. Each of the Principal Shareholders agrees that he will not: (a) Subject to for a period of three years following the provisions of (c) of this sectionClosing Date, without the express prior written consent of the Companydirectly or indirectly, Employee will not serve alone or as an employeea partner, joint venturer, officer, director or director, employee, consultant, agent, independent contractor, lender or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock security holder, of any publicly traded companycompany or business, engage in, or finance or provide financial assistance with respect to, any business activity relating to the provision of managed health care administrative and Third Party Administrative (“TPA”) services, including marketing, the organization of health care delivery, network development and management, provider relations, finance and overall administration (the “Competitive Business”) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with Michigan and New Mexico (the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date“Restricted Territory”); provided, however, that the Company recognizes beneficial ownership of less than five percent of any class of securities of any entity having a class of equity securities actively traded on a national securities exchange or over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this Section 7.8; provided further, that any investment made by Employee each Principal Shareholder may continue his involvement in oil the TPA company known as Health Care Horizons of Illinois, Inc. and gas properties its wholly-owned by the Company subsidiary, HCH Administration, Inc. (Illinois) (which investments are made on the same terms (or terms more favorable companies may continue to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andoperate under such name); (b) Subject for a period of three years following the Closing Date, directly or indirectly, (i) induce any customer acquired hereunder to patronize any business which is directly or indirectly in competition with the provisions of Competitive Business conducted by Acquiror, its subsidiaries, successors or assigns (ccollectively the “Acquiror Companies”) of this sectionin the Restricted Territory; (ii) canvass, without the express prior written consent solicit or accept from any Person which is a customer of the CompanyCompetitive Business conducted by any of the Acquiror Companies, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity such competitive business in the solicitationRestricted Territory; or (iii) request or advise any customer of the Competitive Business conducted by any of the Acquiror Companies in the Restricted Territory to withdraw, recruitment curtail or hiring of cancel any person engaged by the Company as an employee, officer, director or consultant.such customer’s business with such entity; (c) Employee's obligations under for a period of three years following the Closing Date (ai) in any manner seek to induce any employee of the Acquiror Companies to leave his or her employment or (ii) directly or indirectly employ any person who was employed by the Acquiror Companies within nine (9) months following the termination of employment of such person with the Acquiror Companies. (d) at any time following the Closing Date, directly or indirectly, in any way utilize, disclose, copy, reproduce or retain in his possession any of the proprietary rights or records of the Company or any of its subsidiaries acquired hereunder, including, but not limited to, any customer lists. (e) Each of the Principal Shareholders, jointly and severally, shall indemnify and hold harmless Acquiror and the Surviving Corporation, and their respective officers, directors, employees, consultants, shareholders and affiliates (bcollectively, the “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses, including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding which any of the Indemnified Parties may sustain, or to which any of the Indemnified Parties may be subjected, relating to or arising directly or indirectly out of any breach or default by the Principal Shareholders of any of the covenants or agreements set forth in this Section 7.8. The Principal Shareholders agree and acknowledge that the restrictions contained in this Section 7.8 are reasonable in scope and duration, and are necessary to protect the Acquiror Companies. The Principal Shareholders agree and acknowledge that any breach of this section shall continue in force only while Employee is receiving salary payments from Section 7.8 will cause irreparable injury to the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions Acquiror Companies and upon any breach or threatened breach of (a) and (b) any provision of this section Section 7.8, the Acquiror Companies shall be entitled to injunctive relief, specific performance or other equitable relief, without the necessity of posting bond; provided, however, that this shall in no way limit any other remedies which the Acquiror Companies may have no further force as a result of such breach, including the right to seek monetary damages. Acquiror and effect after the date Principal Shareholders hereby agree that such Change of Control occursAcquiror may assign, without limitation, the foregoing restrictive covenants to any successor to Acquiror.

Covenant Not to Compete. (a) Subject Employee acknowledges that during his employment with the Company he, at the expense of the Company, has been and will continue to be specially trained in the business of the Company, has established and will continue to establish favorable relations with the customers, clients and accounts of the Company or any subsidiary, parent or affiliate of the Company and has had and will continue to have access to the provisions Intellectual Property, trade secrets and Confidential Information of the Company or any subsidiary, parent or affiliate of the Company. Therefore, in consideration of such training and relations, and in consideration of his continued employment with the Company, the increase in compensation and additional benefits provided in this Agreement, the issuance of restricted units pursuant to a separate Restricted Unit Award Agreement dated the date hereof (cthe “Restricted Unit Agreement”), and to further protect the Intellectual Property, trade secrets and Confidential Information of the Company or any subsidiary, parent or affiliate of the Company, Employee agrees that during the term of his employment by the Company and for a period of two (2) years from and after your resignation or the voluntary or involuntary termination of such employment for any or no reason (including termination of employment by the Company due to the fulfillment of the then-current term of this sectionAgreement pursuant to Section 12(a)), he will not, directly or indirectly, without the express prior written consent of the Company, Employee will not serve except when and as requested to do in and about the performing of his duties under this Agreement: (a) own, manage, operate, control or participate in the ownership, management, operation or control of, or have any interest, financial or otherwise, in or act as an officer, director, partner, manager, member, principal, employee, officeragent, director representative, consultant or consultantindependent contractor of, or in any other similar capacity way assist, any individual or make investments (other than open market investments entity in no more than five percent (5%) of the outstanding stock conduct of any publicly traded company) business that stores or transports natural gas or natural gas liquids and is located in the “New England States” or on behalf is doing business in any state or any contiguous state of any person, firm, corporation, association then current natural gas or other entity whose activities directly compete with the activities natural gas liquids storage or transmission location of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf or any subsidiary, parent or affiliate of the Company which directly compete with those now existing Company; The “New England States” are defined as Maine, New Hampshire, Vermont, Massachusetts, Rhode Island or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andConnecticut. (b) Subject contact any Potential Acquisition Target, or in any way assist any individual or entity in contacting, evaluating or acquiring a Potential Acquisition Target; The term Potential Acquisition Target shall mean any business which the Company has made formal offer to the provisions purchase, entered into a letter of (c) of this sectionintent to purchase, without the express prior written consent of participated in a purchase auction, received a request to bid, or targeted for purchase, or received non-public transactional ideas, financial or operation information while Employee was employed by the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant. (c) Employee's obligations under divert or attempt to divert clients or customers (awhether or not such persons have done business with the Company or any subsidiary, parent or affiliate of the Company once or more than once) or accounts of the Company or any subsidiary, parent or affiliate of the Company; or (d) entice or induce or in any manner influence any person who is or becomes in the employ or service of the Company or any subsidiary, parent or affiliate of the Company to leave such employ or service for the purpose of engaging in a business that may be in competition with any business now or at any time during the period hereof engaged in by the Company or any subsidiary, parent or affiliate of the Company. Notwithstanding the foregoing provisions, Employee may (i) take action for, on behalf of, and at the direction of the Company pursuant to a written agreement with the Company or otherwise, and (bii) own up to 5% of this section shall continue the outstanding equity securities in force only while Employee any corporation or entity (including units in a master limited partnership) that is receiving salary payments from listed upon a national stock exchange or actively traded in the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occursover-the-counter market.

Covenant Not to Compete. The Seller agrees that, for the period of three (3) years immediately following the Closing Date, the Seller shall not, directly or indirectly: (a) Subject to the provisions of (c) of this sectionalone or as a partner, without the express prior written consent of the Company, Employee will not serve as an employeejoint venturer, officer, director or director, employee, consultant, agent, independent contractor, or security holder of any Person, engage in any other similar capacity business activity at any location in the United States of America, which is engaged in developing, owning, or make investments (other than open market investments operating ice rinks and their related facilities or the operation of the twin pad ice rink which is directly or indirectly in no more competition with the business of the Purchaser or its subsidiary; provided, however, that the beneficial ownership of less than five percent (5%) of the outstanding stock any class of securities of any publicly entity having a class of equity securities actively traded companyon a national securities exchange or the Nasdaq Stock Market shall not be deemed, in and of itself, to violate the prohibitions of this Section; provided, further, that the providing of architectural services and designs by the Seller for professional arenas with seating capacity of at least 3,000 spectators or stadiums in the United States shall not be deemed to violate covenants contained herein. The provision of architectural services and/or designs by the Seller or by Bris▇▇▇ ▇▇▇o▇ ▇▇▇▇▇▇, ▇▇chitects (i) to any person or entity for any ice skating rinks used primarily for commercial public skating anywhere in the State of Florida, or (ii) to any person or entity that is in the business, directly or indirectly (by one or more affiliates), of developing commercial ice skating rinks anywhere in the United States, shall be deemed to violate covenants contained herein, excepting rinks containing more than 3,000 spectator seats; (i) induce, solicit or accept for or on behalf of any personPerson any contact, firmagreement, corporationrelationship or business activity which may in any manner affect or diminish in any way, association the Predevelopment Rights; (ii) induce any customer acquired hereunder or any other entity whose activities customer of the Purchaser or any of its subsidiaries to patronize any business which is directly compete or indirectly in competition with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed Purchaser and its subsidiaries; (iii) canvass, solicit or accept for or on behalf of any such competitive business any customer of the Company which directly compete Purchaser or any of its subsidiaries; or (iv) request or advise any customer of the Purchaser or any of its subsidiaries to withdraw, curtail or cancel any such customer's business with those now existing the Purchaser or contemplated as any of its subsidiaries or their successors; (c) employ any person who was employed by the Purchaser or any subsidiary of the Purchaser, within six months prior to the date being employed by the Seller, or in any manner seek to induce any employee of the Purchaser or any of its subsidiaries to leave his or her employment; and (d) in any way utilize, disclose, copy, reproduce or retain in his possession any of the proprietary rights, or records acquired by Purchaser hereunder. The Seller agrees and acknowledges that the restrictions contained in this Section are reasonable in scope and duration, and are necessary to protect the Purchaser. If any provision of this dateSection is adjudged by a court of competent jurisdiction to be invalid or unenforceable, the same will in no way affect the validity or enforceability of the remainder of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the duration of such provision, the area covered thereby or otherwise, then the parties agree that the court making such determination shall have the power to reduce the duration, area or scope of such provision, and/or to delete specific words or phrases, and in its reduced or modified form, such provision shall then be enforceable and shall be enforced. The Seller further agrees and acknowledges that any breach of this Section will cause irreparable injury to the Purchaser and, upon any breach or threatened breach of any provision of this Section, the Purchaser shall be entitled to injunctive relief, specific performance or other equitable relief, without the necessity of posting bond; provided, however, that this shall in no way limit any other remedies which the Company recognizes that any investment made by Employee in oil and gas properties owned by Purchaser may have as a result of such breach, including the Company which investments are made on the same terms (or terms more favorable right to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantseek monetary damages. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.

Covenant Not to Compete. (a) Subject As a material inducement to the provisions Purchaser's consummation of (c) the transactions contemplated by this Agreement, each of this sectionthe Seller and the Shareholders shall not, during the Restricted Period, do any of the following, directly or indirectly, without the express prior written consent of the CompanyPurchaser in its sole discretion: (a) compete, Employee will not serve directly or indirectly, with the Purchaser or any of its Affiliates or Subsidiaries, or any of their respective successors or assigns, whether now existing or hereafter created or acquired (collectively, the "Related Companies"), or otherwise engage or participate, directly or indirectly, in the business conducted by Purchaser or a Subsidiary (the "Restricted Business") within any geographic area located within the United States of America, its possessions or territories (the "Restricted Area"); (b) become interested (whether as an employeeowner, stockholder, lender, partner, co-venturer, director, officer, director employee, agent, consultant or consultantotherwise), directly or indirectly, in any other similar capacity or make investments (other than open market investments Person that engages in no the Restricted Business within the Restricted Area; provided, that nothing contained in this Section 8.2(b) shall prohibit the Shareholders from owing, as a passive investor, not more than five percent (5%) of the outstanding stock securities of any class of any publicly-traded securities of any publicly traded company) in held company listed on a well-recognized national securities exchange or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities an interdealer quotation system of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf National Association of the Company which directly compete with those now existing or contemplated as of this dateSecurities Dealers, Inc; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant.or (c) Employeesolicit, call on, divert, take away, influence, induce or attempt to do any of the foregoing, in each case within the Restricted Area, with respect to the Purchaser's obligations under or any of the Related Companies' (aA) and customers or distributors or prospective customers or distributors (bwherever located) with respect to goods or services that are competitive with those of this section shall continue the Purchaser or any of the Related Companies, (B) suppliers or vendors or prospective suppliers or vendors (wherever located) to supply materials, resources or services to be used in force only while Employee is receiving salary payments from connection with goods or services that are competitive with those of the Company after terminationPurchaser or any of the Related Companies, provided that if there has been a "Change in Control," as defined below(C) distributors, then consultants, agents, or independent contractors to terminate or modify any contract, arrangement or relationship with the provisions Purchaser or any of the Related Companies or (aD) and employees (bother than family members) to leave the employ of this section shall have no further force and effect after the date that such Change Purchaser or any of Control occursthe Related Companies.

Covenant Not to Compete. (a) Subject to The Executive hereby acknowledges and recognizes the provisions of (c) of this section, without the express prior written consent highly competitive nature of the Companybusiness of SBI and of the Bank and accordingly agrees that, Employee will not serve during and for the applicable period set forth in Section 8(c) hereof, the Executive shall not: (i) Be engaged, directly or indirectly, either for his own account or as an agent, consultant, employee, partner, officer, director or consultantdirector, or in any other similar capacity or make investments proprietor, investor (other except as an investor owning less than open market investments in no more than five percent (5%) % of the outstanding stock of any publicly traded a publicly-owned company) in or on behalf of otherwise of, any person, firm, corporation, association or enterprise engaged, in (1) the banking or financial services industry, or (2) any other activity in which SBI or any of its subsidiaries is engaged during the Employment Period, in any county in which, at any time during the Employment Period or at the date of termination of the Executive's employment, a branch, office or other entity whose activities directly compete with the activities facility of SBI or any of its subsidiaries is located, or in any county contiguous to such a county, including contiguous counties located outside of the Company where such employment may involve assisting such competitor with such activities as Commonwealth of Pennsylvania (the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and"Non-Competition Area"); (bii) Subject Provide financial or other assistance to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or enterprise engaged in (1) the banking or financial services industry, or (2) any other entity activity in which SBI or any of its subsidiaries is engaged during the Employment Period, in the solicitationNon-Competition Area. (b) It is expressly understood and agreed that, recruitment although the Executive and SBI consider the restrictions contained in Section 8(a) hereof reasonable for the purpose of preserving for SBI and its subsidiaries their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or hiring territory or any other restriction contained in Section 8(a) hereof is an unreasonable or otherwise unenforceable restriction against the Executive, the provisions of any person engaged by the Company Section 8(a) hereof shall not be rendered void but shall be deemed amended to apply as an employee, officer, director to such maximum time and territory and to such other extent as such court may judicially determine or consultantindicate to be reasonable. (c) Employee's obligations under (a) and (b) The provisions of this section Section 8 shall continue be applicable commencing on the date of this Agreement and ending on one of the following periods, as applicable: (i) If the Executive's employment is terminated in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then accordance with the provisions of Section 3 (aother than Section 3(a)) and (bor Section 16 hereof, the effective date of termination of employment, but if such termination of employment is in accordance with the provisions of Section 3(b) hereof, the provisions of Section 7(d) shall apply notwithstanding the termination of this section shall have no further force and effect after Section 8's applicability; (ii) If the Executive's employment is terminated in accordance with the provisions of Section 3(a) hereof or the Executive voluntarily terminates his employment other than in accordance with the provisions of Section 5 hereof, twelve (12) months following the effective date of termination of employment; or (iii) If the Executive voluntarily terminates his employment in accordance with the provisions of Section 5 hereof, the date that such Change of Control occursthe Notice of Termination.

Covenant Not to Compete. (a) Subject to The Executive hereby acknowledges and recognizes the provisions of (c) of this section, without the express prior written consent highly competitive nature of the Companybusiness of SBI and of the Bank and accordingly agrees that, Employee will not serve during and for the applicable period set forth in Section 8(c) hereof, the Executive shall not: (i) Be engaged, directly or indirectly, either for his own account or as an agent, consultant, employee, partner, officer, director director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly-owned company) or consultantotherwise of, any person,, firm, corporation, or enterprise engaged, in (1) the banking or financial services industry, or (2) any other activity in which SBI or any of its subsidiaries is engaged during the Employment Period, in any county in which, at any time during the Employment Period or at the date of termination of the Executive's employment, a branch, office or other facility of SBI or any of its subsidiaries is located, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) county contiguous to such a county, including contiguous counties located outside of the outstanding stock Commonwealth of any publicly traded companyPennsylvania (the "Non-Competition Area"); (ii) in Provide financial or on behalf of other assistance to any person, firm, corporation, association or enterprise engaged in (1) the banking or financial services industry, or (2) any other entity whose activities directly compete with activity in which SBI or any of its subsidiaries is engaged during the activities of Employment Period, in the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andNonCompetition Area. (b) Subject to It is expressly understood and agreed that, although the Executive and SBI consider the restrictions contained in Section 8(a) hereof reasonable for the purpose of preserving for SBI and its subsidiaries their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Section 8(a) hereof is an unreasonable or otherwise unenforceable restriction against the Executive, the provisions of (cSection 8(a) of this section, without the express prior written consent of the Company, he will hereof shall not solicit, recruit be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantindicate to be reasonable. (c) Employee's obligations under (a) and (b) The provisions of this section Section 8 shall continue be applicable commencing on the date of this Agreement and ending on one of the following periods, as applicable: (i) If the Executive's employment is terminated in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then accordance with the provisions of Section 3 (aother than Section 3(a)) and (bor Section 16 hereof, the effective date of termination of employment, but if such termination of employment is in accordance with the provisions of Section 3(b) hereof, the provisions of Section 7(d) shall apply notwithstanding the termination of this section shall have no further force and effect after Section 8's applicability; (ii) If the Executive's employment is terminated in accordance with the provisions of Section 3(a) hereof or the Executive voluntarily terminates his employment other than in accordance with the provisions of Section 5 hereof, twelve (12) months following the effective date of termination of employment; or (iii) If the Executive voluntarily terminates his employment in accordance with the provisions of Section 5 hereof, the date that such Change of Control occursthe Notice of Termination.

Covenant Not to Compete. (aIn consideration for the payments provided for in Section 10(a) Subject to the provisions of (c) of this sectionabove, Executive hereby agrees that, without the express Company's prior written consent consent, effective as of the Companydate of this Agreement, Employee will for so long as Executive is employed by the Company or one of its Subsidiaries (and any successors in interest therein), and for a period of one (1) year thereafter (the "Noncompete Period"), Executive shall not serve directly or indirectly, either as an employeeprincipal, manager, agent consultant, officer, director or consultantstockholder, partner, investor, lender, employee or in any other capacity, engage in or have any financial interest in any Competitive Business (as hereinafter defined) in the Territory (as defined herein) and in a capacity identical to or similar to the capacity in which Executive worked at the Company. Nothing in this Section 10(b) shall be construed so as to preclude Executive from investing in any publicly or make investments (other than open market investments in no more than five percent (5%) privately held company, provided that Executive's beneficial ownership of any class of such company's securities does not exceed 2% of the outstanding stock securities of such class. For purposes of this Agreement, a "Competitive Business" is any publicly traded corporation, partnership, or any other business or firm that principally engages in the business of, and competes directly with, any of the businesses owned or operated by the Company, its Subsidiaries or affiliates (including any parent company) and any successors thereto (the "Restricted Group") in the sale, representation or on behalf marketing of computer programs, or any personrelated services, firmfor the collection and/or dissemination of sales and/or marketing information for pharmaceutical manufacturers, corporationover-the-counter ("OTC") pharmaceutical manufacturers or manufacturers of biotech or vaccine products (with said Competitive Businesses including, association or other entity whose activities directly compete with without limitation, Siebel Systems, Inc., Dendrite International, Inc., Aurum Software (a Baan Company), Epsilon, Phoenix Marketing, ▇. ▇▇▇▇▇▇ & Company, C3i-Inc. and their affiliates and successors thereto). The "Territory" shall be defined to be the activities following geographic areas: City of Atlanta, the counties of Clayton, Cobb, Coweta, Dekalb, Douglas, Fayette, Forsyth, Fulton, Gwinnett and ▇▇▇▇▇, Georgia and the counties of Bergen, Morris, Ocean, and Passaic, New Jersey. Executive acknowledges that the Company where such employment may involve assisting such competitor with such activities as conducts its business within the Employee performed Territory, that Executive will perform services for and on behalf of the Company which directly within the Territory, and that this Section (and the Territory) is a reasonable limitation on Executive's ability to compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; and (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant. (c) Employee's obligations under (a) and (b) of this section shall continue in force only while Employee is receiving salary payments from the Company after termination, provided that if there has been a "Change in Control," as defined below, then the provisions of (a) and (b) of this section shall have no further force and effect after the date that such Change of Control occurs.

Covenant Not to Compete. (a) Subject ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ agree that for a period of two (2) years from the date of termination of their employment with Sub for any reason, whether with or without cause, neither will, except as expressly permitted hereunder, directly or indirectly (i) operate, develop or own any interest other than the ownership of less than 5% of the equity securities of a publicly traded company in any business engaged in the wireless communications industry or communications tower construction industry (a "Business"); (ii) compete with Westower, Sub or their subsidiaries and affiliates in the operation or development of any Business within North America (Canada, Mexico, and the United States of America); (iii) with the exception of Sub, be employed by any business which owns, manages, or operates a Business; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between Sub, or its subsidiaries or affiliates, and any customer, client, supplier or employee of Sub, or its subsidiaries or affiliates; or (v) solicit any employee of Sub, or its subsidiaries or affiliates, to leave their employment with Sub or its subsidiaries or affiliates, as the case may be, or hire any such employee to work for a Business. ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ shall not be entitled to circumvent the provisions of (c) of this section, without the express prior written consent of the Company, Employee will not serve Section 7.8 by entering into a relationship with a Business as an employee, officer, director or a consultant, director, advisor, or in any other similar capacity otherwise, which has the effect of competing with Sub, its affiliates or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company where such employment may involve assisting such competitor with such activities as the Employee performed on behalf of the Company which directly compete with those now existing or contemplated as of this date; provided, however, the Company recognizes that any investment made by Employee in oil and gas properties owned by the Company which investments are made on the same terms (or terms more favorable to the Company) as those offered to unaffiliated third parties are specifically excluded from this section; andsubsidiaries. (b) Subject to If a judicial determination is made that any of the provisions of (cSection 7.8(a) of constitute an unreasonable or otherwise unenforceable restriction, such provisions shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this sectionregard, without the express prior written consent parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the Company, he will territory or prohibited business activity from the coverage of Section 7.8(a) and to apply the provisions of Section 7.8(a) to the remaining portion of the territory or the remaining business activities not solicit, recruit or hire, or assist any person, firm, corporation, association or other entity so severed by such judicial authority. The time period during which the prohibitions set forth in the solicitation, recruitment or hiring Section 7.8(a) shall apply shall be tolled and suspended during all violations of any person engaged by the Company as an employee, officer, director or consultantSection 7.8(a). (c) Employee's obligations under (a) The Buechley Stockholders specifically acknowledge and (b) agree that the restrictions set forth in this Section 7.8 are reasonable and necessary to protect the legitimate interests of this section shall continue Westower and Sub and that Westower and Sub would not have undertaken the Merger in force only while Employee is receiving salary payments from the Company after termination, provided absence of such restrictions. ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ further acknowledge and agree that if there has been a "Change in Control," as defined below, then any violation of the provisions of (a) this Section 7.8 will result in irreparable injury to Westower and (b) Sub, that the remedy at law for any violation or threatened violation of such Section will be inadequate and that in the event of any such breach, Westower or Sub, in addition to any other remedies or damages available at law or in equity, shall be entitled to temporary injunctive relief before trial from any court of competent jurisdiction as a matter of course and to permanent injunctive relief without the necessity of proving actual damages. The existence of any claim or cause of action on the part of ▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇▇ against Westower or Sub, whether arising from this Agreement or otherwise, shall not constitute a defense to the granting or enforcement of this section injunctive relief. If Westower or Sub is required to enforce any of its rights under this Agreement, Westower or Sub shall have no further force be entitled to recover from ▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇▇, as applicable, all reasonable attorneys' fees, court costs and effect after other expenses incurred by Westower or Sub in connection with the date that enforcement of those rights. (d) The Buechley Stockholders will cooperate fully (including delivery of representation letters in a form customarily required of management) with independent auditors designated by Westower to allow such Change auditors to audit financial statements of Control occursCORD referred to in Section 4.5 and deliver an opinion thereon as required by the rules and regulations of the SEC.