Common use of Exclusive Use Clause in Contracts

Exclusive Use. Except as expressly otherwise provided below, Moadel hereby agrees that, during the period of time (the "Restricted Period") beginning on the Closing Date and ending on the later of (a) the six-year anniversary of the Closing Date or (b) the first time at which Moadel and his affiliates no longer own any direct or indirect interest in Newco, he will perform, and will direct all other full-time, medically trained or licensed medical professionals under his direction or control to perform, all services related to Refractive Surgery only at the premises of, and using the equipment of, Newco. Furthermore, Moadel agrees that, for a period of six (6) years immediately following the Effective Time, Moadel shall devote Moadel's full business time and attention (in amounts generally consistent with the practices of Moadel prior to the Closing Date) to rendering professional ophthalmic and medical services in (i) Restricted Area or the immediate vicinity thereof or (ii) or such area or areas in which Newco may in the future provide premises and equipment for Refractive Surgery including, without limitation, new premises being developed in Stamford and Greenwich, Connecticut (each, an "Other Location"). Furthermore, Moadel and PC agree that, as a condition to using Newco's premises and equipment, each medical professional employed by Moadel or PC that performs or intends to perform a majority of his or her Refractive Surgery procedures (or related medical services) using Newco's premises and equipment, whether in the Restricted Area or an Other Location, to sign an exclusive use agreement containing substantially similar provisions to those contained in this Section 9.2 and naming Newco as a beneficiary, except that the term shall end upon such employee's cessation of the use of Newco's premises and equipment (unless such employee is also an equity holder in Newco in which case a different term shall apply in accordance with applicable provisions of Newco's Limited Liability Company Agreement). Without limiting the provisions of the first sentence of this Section, the parties agree that the following activities by Moadel shall not (as long as they do not interfere with Moadel's devotion of his full business time and attention in the manner described above) be a violation of the second sentence of this Section: the devotion of a reasonable amount of time to charitable and community activities; and, the management of personal investments that are passive in nature, including, without limitation, Moadel's passive investment in Infinity Laser Centers, Inc. ("Infinity"), provided that Moadel cannot, despite any disclosure in any schedule to this Agreement, serve as a director, officer, employee, consultant or in any other similar capacity with respect to Infinity. Notwithstanding the provisions of this Section, the death or Disability of Moadel shall not be the basis of any breach or default of the provisions of this Section, but in the case of Disability performance shall be excused only for so long as the Disability exists. As used in this Agreement, Disability shall mean any incapacity or disability of Moadel giving rise to benefits under the disability insurance policy acquired by Newco pursuant to Section 4.8 hereof, or if no such policy is in effect, Moadel's having a mental or physical incapacity that reasonably prevents Moadel's resumption of the normal performance of his medical practice.

Exclusive Use. Except During the Lease Term and so long as expressly otherwise provided below, Moadel hereby agrees that, during no Event of Default exists under the period of time Lease (beyond applicable notice and cure periods) and Original Tenant or any Affiliate Assignee is leasing the "Restricted Period") beginning on the Closing Date Premises then leased by Tenant hereunder (and ending on the later of (a) the six-year anniversary Original Tenant or any Affiliate Assignee is conducting business in all or any portion of the Closing Date or Premises) as a residential real estate mortgage lender and/or residential real estate mortgage broker and/or title company, Landlord shall not enter into a direct lease for space in the Building Complex with a “Competitor” of Tenant (b) as defined below). For purposes hereof, the first time at which Moadel and his affiliates no longer own any direct or indirect interest in Newco, he will perform, and will direct all other full-time, medically trained or licensed medical professionals under his direction or control to perform, all services related to Refractive Surgery only at term “Competitor” shall mean the premises of, and using the equipment of, Newco. Furthermore, Moadel agrees that, for a period of six following eight (6) years immediately following the Effective Time, Moadel shall devote Moadel's full business time and attention (in amounts generally consistent with the practices of Moadel prior to the Closing Date) to rendering professional ophthalmic and medical services in 8) entities: (i) Restricted Area or the immediate vicinity thereof or ▇▇▇▇▇ Fargo & Company, NA; (ii) or such area or areas in which Newco may Chase, NJ, (iii) Bank of America Home Loans, NC; (iv) ▇▇▇▇▇▇▇▇▇.▇▇▇, CA; (v) Freedom Mortgage, NJ; (vi) VIP Mortgage; (vii) Academy Mortgage; and (vii) Movement Mortgage as well as any entity whose primary use (and primary use of space in the Building Complex) is that of a title company (collectively, “Competitor”); provided, however, that the foregoing leasing restriction to a Competitor shall not prohibit or otherwise limit any existing tenants from subleasing their premises or assigning their lease to a Competitor; provided, however, that if Landlord has the express right to disapprove such sublease or assignment pursuant to the terms of any such existing tenant lease, then Landlord will, in such instances, use commercially reasonable efforts to disapprove the same. The term “Competitor” shall not include any affiliates or subsidiaries of any such Competitors. In addition to not entering into any direct lease with a Competitor, Landlord shall not consent to any sublease or assignment of a lease by another future provide premises and equipment for Refractive Surgery including, without limitation, new premises being developed tenant in Stamford and Greenwich, Connecticut the Building Complex to a Competitor but only if Landlord has the express right to withhold consent pursuant to the term of such lease (each, an "Other Location"where such sublease or assignment is subject to Landlord’s consent). Furthermore, Moadel and PC agree In the event that, as a condition to using Newco's premises and equipment, each medical professional employed by Moadel or PC that performs or intends to perform a majority of his or her Refractive Surgery procedures (or related medical services) using Newco's premises and equipment, whether in after the Restricted Area or an Other Location, to sign an exclusive use agreement containing substantially similar provisions to those contained in this Section 9.2 and naming Newco as a beneficiary, except that the term shall end upon such employee's cessation of the use of Newco's premises and equipment (unless such employee is also an equity holder in Newco in which case a different term shall apply in accordance with applicable provisions of Newco's Limited Liability Company Agreement). Without limiting the provisions of the first sentence of this Section, the parties agree that the following activities by Moadel shall not (as long as they do not interfere with Moadel's devotion of his full business time and attention in the manner described above) be a violation of the second sentence of this Section: the devotion of a reasonable amount of time to charitable and community activities; and, the management of personal investments that are passive in nature, including, without limitation, Moadel's passive investment in Infinity Laser Centers, Inc. ("Infinity"), provided that Moadel cannot, despite any disclosure in any schedule to this Agreement, serve as a director, officer, employee, consultant or in any other similar capacity with respect to Infinity. Notwithstanding the provisions of this Section, the death or Disability of Moadel shall not be the basis of any breach or default of the provisions of this Section, but in the case of Disability performance shall be excused only for so long as the Disability exists. As used in this Agreement, Disability shall mean any incapacity or disability of Moadel giving rise to benefits under the disability insurance policy acquired by Newco pursuant to Section 4.8 date hereof, or if no such policy is in effect, Moadel's having Landlord enters into a mental or physical incapacity that reasonably prevents Moadel's resumption of the normal performance of his medical practice.direct lease with a Competitor then Tenant

Exclusive Use. Except as expressly otherwise provided below, Moadel hereby 22.1 Landlord agrees that, that during the period time that Tenant or its Affiliate is the Tenant under the terms of time (this Lease, and so long as Tenant or its Affiliate is conducting business in the "Restricted Period") beginning on Premises, Landlord will not lease or approve any sublease or assignment of any space in the Closing Date and ending on the later of (a) the six-year anniversary Project to any of the Closing Date or following ten (b10) the first time at which Moadel and his affiliates no longer own any direct or indirect interest in Newco, he will perform, and will direct all other full-time, medically trained or licensed medical professionals under his direction or control to perform, all services related to Refractive Surgery only at the premises of, and using the equipment of, Newco. Furthermore, Moadel agrees that, for a period of six (6) years immediately following the Effective Time, Moadel shall devote Moadel's full business time and attention (in amounts generally consistent with the practices of Moadel prior to the Closing Date) to rendering professional ophthalmic and medical services in competing businesses: (i) Restricted Area or the immediate vicinity thereof or ADP, (ii) Paychex, (iii), Paycom, (iv) Paycore, (v) Zenefits, (vi) Ceridian, (vii) Workday, (viii) Proliant, (ix) Namely, and (x) Gusto. Landlord agrees that to the extent Landlord’s consent or approval, if applicable, is required for a sublease or assignment under any lease or occupancy agreement in effect as the date of execution and delivery of this Lease, Landlord shall not consent to any such area sublease or areas assignment if such sublease or assignment would violate the exclusive rights of Tenant hereunder. Tenant shall have the right to revise the list of the ten (10) restricted competitors set forth above one time every two (2) years by written notice to Landlord. Tenant shall submit its proposed revised list of 10 competitors to Landlord from time to time. Landlord shall review such list and advise Tenant within ten (10) Business Days thereafter if Landlord is in which Newco may good faith and active negotiations with any of the competitors included on Tenant’s revised list. If Landlord so notifies Tenant, Tenant shall remove such competitor from its list and submit a further revised list of ten (10) competitors to Landlord for Landlord’s further review. Tenant’s ability to modify the list shall not prohibit the Landlord from leasing space in the future provide premises Project to any competitor tenant which is not on the then current competitor list. Following Landlord and equipment Tenant’s agreement upon a revised list of competitors, Tenant shall, within ten (10) days after request by Landlord, execute an amendment to this Lease prepared by Landlord, for Refractive Surgery the purpose of revising the list of ten (10) competitors included in this Section 22.1. 22.2 This agreement of Landlord shall operate only to the extent Landlord’s covenants and agreements are not contrary to public policy or contrary to law. Anything herein to the contrary notwithstanding, Tenant agrees to indemnify, defend and hold harmless Landlord from and against any loss, cost, damage, expense (including, without limitation, new premises being developed in Stamford attorneys’ fees and Greenwichcosts), Connecticut (eachliability, an "Other Location"). Furthermore, Moadel and PC agree that, as a condition to using Newco's premises and equipment, each medical professional employed by Moadel cause of action or PC that performs or intends to perform a majority of his or her Refractive Surgery procedures (settlement arising from or related medical services) using Newco's premises to any claim that Landlord’s compliance, or attempted compliance, with the terms and equipment, whether in the Restricted Area or an Other Location, to sign an exclusive use agreement containing substantially similar provisions to those contained in this Section 9.2 and naming Newco as a beneficiary, except that the term shall end upon such employee's cessation of the use of Newco's premises and equipment (unless such employee is also an equity holder in Newco in which case a different term shall apply in accordance with applicable provisions of Newco's Limited Liability Company Agreement). Without limiting the provisions of the first sentence conditions of this SectionArticle 22 is contrary to any antitrust or similar law or statute. 22.3 The exclusive rights granted under this Article 22 are personal to Tenant and its Permitted Transferees, the parties agree that the following activities by Moadel shall not (as long as they do not interfere with Moadel's devotion of his full business time and attention in the manner described above) be a violation of the second sentence of this Section: the devotion of a reasonable amount of time to charitable and community activities; and, the management of personal investments that are passive in nature, including, without limitation, Moadel's passive investment in Infinity Laser Centers, Inc. ("Infinity"), provided that Moadel cannot, despite any disclosure in any schedule to this Agreement, serve as a director, officer, employee, consultant or in any other similar capacity with respect to Infinity. Notwithstanding the provisions of this Section, the death or Disability of Moadel shall not be assigned to nor inure to the basis benefit of any breach or default of the provisions of this Section, but in the case of Disability performance shall be excused only for so long as the Disability exists. As used in this Agreement, Disability shall mean any incapacity or disability of Moadel giving rise to benefits under the disability insurance policy acquired by Newco pursuant to Section 4.8 hereof, or if no such policy is in effect, Moadel's having a mental or physical incapacity that reasonably prevents Moadel's resumption of the normal performance of his medical practiceother party.

Exclusive Use. Except as expressly otherwise provided belowSubject to the last sentence of this Paragraph II, Moadel hereby agrees thatLandlord shall not lease ground floor retail space in the Building to any tenant for the primary purpose of operating a branch banking facility (including a commercial bank, during the period of time a thrift-savings or credit union) (the "Restricted Period") beginning “Exclusive Use”). Landlord shall not be obligated to enforce such covenant against any third party with whom Landlord does not have a direct contractual relationship, such as a subtenant or licensee of any tenant in the Building; provided, however, that Landlord shall use commercially reasonable efforts to exercise any available contractual rights to enforce such covenant that Landlord may have under any ground floor tenant’s lease. Tenant agrees to indemnify, defend, and hold Landlord harmless from and against any and all claims, actions, suits, liabilities, damages, costs and expenses arising directly or indirectly out of Landlord’s compliance with the provisions of this Paragraph II, including but not limited to any damages for which Landlord may be held liable on the Closing Date account of antitrust or restraint of trade violations. This Paragraph II shall become null and ending on the later of void and Tenant shall lose all rights herein if: (a) the six-year anniversary of Premises ceases to be used by Tenant for the Closing Date or Exclusive Use; (b) an Event of Default occurs; (c) Tenant assigns this Lease or sublets all or any portion of the first time at which Moadel and his affiliates no longer own any direct or indirect interest Premises except in Newco, he will perform, and will direct all other full-time, medically trained or licensed medical professionals under his direction or control to perform, all services related to Refractive Surgery only at the premises of, and using the equipment of, Newco. Furthermore, Moadel agrees that, for connection with a period of six (6) years immediately following the Effective Time, Moadel shall devote Moadel's full business time and attention (in amounts generally consistent with the practices of Moadel prior to the Closing Date) to rendering professional ophthalmic and medical services in (i) Restricted Area or the immediate vicinity thereof Permitted Transfer; or (iid) or such area or areas in which Newco may in the future provide premises and equipment for Refractive Surgery includinga transfer of corporate shares of Tenant, without limitation, new premises being developed in Stamford and Greenwich, Connecticut (each, an "Other Location"). Furthermore, Moadel and PC agree that, as a condition to using Newco's premises and equipment, each medical professional employed by Moadel or PC that performs or intends to perform a majority transfer of his or her Refractive Surgery procedures partnership (or related medical serviceslimited liability company) using Newco's premises and equipmentinterest of Tenant, whether in the Restricted Area or an Other Location, to sign an exclusive use agreement containing substantially similar provisions to those contained in this Section 9.2 and naming Newco as a beneficiary, except that the term shall end upon such employee's cessation of the use of Newco's premises and equipment (unless such employee is also an equity holder in Newco in which case a different term shall apply in accordance with applicable provisions of Newco's Limited Liability Company Agreement). Without limiting the provisions of the first sentence of this Section, the parties agree that the following activities by Moadel shall not (as long as they do not interfere with Moadel's devotion of his full business time and attention in the manner described above) be a violation of the second sentence of this Section: the devotion of a reasonable amount of time to charitable and community activities; and, the management of personal investments that are passive in nature, including, without limitation, Moadel's passive investment in Infinity Laser Centers, Inc. ("Infinity"), provided that Moadel cannot, despite any disclosure in any schedule to this Agreement, serve as a director, officer, employee, consultant or in any other similar capacity with respect to Infinity. Notwithstanding the provisions of this Section, the death or Disability of Moadel shall not be the basis of any breach or default of the provisions of this Section, but in the case of Disability performance shall be excused only for so long as the Disability exists. As used in this Agreement, Disability shall mean any incapacity or disability of Moadel giving rise to benefits under the disability insurance policy acquired by Newco change occurs without Landlord’s consent pursuant to Section 4.8 hereof, or if no such policy is 13 (regardless of whether Landlord actually exercises any available remedies which it may have) except in effect, Moadel's having connection with a mental or physical incapacity that reasonably prevents Moadel's resumption of the normal performance of his medical practicePermitted Transfer.

Exclusive Use. Except Provided Tenant is open and operating the Premises for the Permitted Use and is not otherwise in default of this Lease beyond any applicable notice and grace period, Landlord agrees not to lease any other space in the Shopping Center for the principal business of a blood plasma donation center. This exclusive shall not apply to: (i) any leases, licenses, or other occupancy agreements existing as expressly otherwise provided belowof the Effective Date, Moadel hereby agrees thatnor to any renewals, during extensions, relocations, or expansions thereof/under such leases (collectively, “Existing Leases”) provided, however, that if Landlord has such discretion, Landlord shall not consent to any change in use that would violate Tenant’s exclusive hereunder; (ii) any occupant of the Shopping Center, including their predecessors, successors, assigns, and/or subtenants, under any Existing Lease; or (iii) any replacement tenant (meaning an occupant using space for substantially the same use as under an Existing Lease even though the tenant entity or location in the Shopping Center may be different). If any premises (other than the Premises) shall be leased in violation hereof, Tenant shall notify Landlord in writing of such violation, and if such violation is not remedied within 60 days of Tenant’s notice, then Tenant thereafter shall have an abatement of 50% of the Minimum Rent payable hereunder commencing at the end of said 60 day period and continuing through the first anniversary of time such date (the "Restricted “Abatement Period") beginning on ”), which shall be Tenant’s sole and exclusive remedy. If the Closing Date and ending on the later of (a) the six-year anniversary of the Closing Date or (b) the first exclusive violation shall be remedied at any time at which Moadel and his affiliates no longer own any direct or indirect interest in Newco, he will perform, and will direct all other full-time, medically trained or licensed medical professionals under his direction or control to perform, all services related to Refractive Surgery only at the premises of, and using the equipment of, Newco. Furthermore, Moadel agrees that, for a period of six (6) years immediately following the Effective Time, Moadel shall devote Moadel's full business time and attention (in amounts generally consistent with the practices of Moadel prior to the Closing Date) expiration of the Abatement Period, then the Minimum Rent abatement granted hereunder shall cease as of such date; and Tenant shall resume the payment of the full Minimum Rent from that date forward. At the end of the Abatement Period, if the violation has not been remedied, Tenant may elect to rendering professional ophthalmic and medical services either terminate this Lease or resume payment of the full Minimum Rent under this Lease. In the interest of clarity, ▇▇▇▇▇▇ shall continue to pay all Additional Rent payable hereunder during the Abatement Period. This Section shall be of no further force or effect in the event (i) Restricted Area any action or proceeding is commenced against Landlord under a federal or state anti-trust law or similar statute based on the immediate vicinity thereof foregoing restriction, or (ii) the restriction is held to be invalid or such area illegal by any court, statute or areas in which Newco may in agency or is deemed to be contrary to public policy. Landlord further covenants that any lease, deed or other agreement hereafter executed by Landlord affecting the future provide premises and equipment for Refractive Surgery includingShopping Center, without limitation, new premises being developed in Stamford and Greenwich, Connecticut (each, an "Other Location"). Furthermore, Moadel and PC agree that, as a condition will be subject to using Newco's premises and equipment, each medical professional employed by Moadel or PC that performs or intends to perform a majority of his or her Refractive Surgery procedures (or related medical services) using Newco's premises and equipment, whether in the Restricted Area or an Other Location, to sign an Tenant’s exclusive use agreement containing substantially similar provisions to those contained in this Section 9.2 and naming Newco as a beneficiary, except that the term shall end upon such employee's cessation of the use of Newco's premises and equipment (unless such employee is also an equity holder in Newco in which case a different term shall apply in accordance with applicable provisions of Newco's Limited Liability Company Agreement). Without limiting the provisions of the first sentence of this Section, the parties agree that the following activities by Moadel shall not (as long as they do not interfere with Moadel's devotion of his full business time and attention in the manner described above) be a violation of the second sentence of this Section: the devotion of a reasonable amount of time to charitable and community activities; and, the management of personal investments that are passive in nature, including, without limitation, Moadel's passive investment in Infinity Laser Centers, Inc. ("Infinity"), provided that Moadel cannot, despite any disclosure in any schedule to this Agreement, serve as a director, officer, employee, consultant or in any other similar capacity with respect to Infinity. Notwithstanding the provisions of this Section, the death or Disability of Moadel shall not be the basis of any breach or default of the provisions of this Section, but in the case of Disability performance shall be excused only for so long as the Disability exists. As used in this Agreement, Disability shall mean any incapacity or disability of Moadel giving rise to benefits under the disability insurance policy acquired by Newco pursuant to Section 4.8 hereof, or if no such policy is in effect, Moadel's having a mental or physical incapacity that reasonably prevents Moadel's resumption of the normal performance of his medical practiceuse.

Exclusive Use. Except During the Lease Term and any Option periods exercised, and so long as expressly otherwise provided belowTenant is open and operating primarily for the Agreed Use stated in Section 1.8, Moadel hereby Landlord agrees thatnot to sell, during lease or permit the period use or occupancy of time (any portion of the "Restricted Period") beginning Shopping Center owned or controlled by Landlord for the sale of or providing to the general public any of the following products or services: _ _. Such exclusive shall not apply to the existing tenants which are leasing space within the Shopping Center on the Closing Effective Date of this Lease, and ending on shall automatically terminate and be of no further force and effect if (i) Tenant at any time commits a default under the later this Lease and fails to cure the same within the applicable cure period, (ii) Tenant without Landlord’s consent assigns its rights under this Lease or sublets all or any portion of the Premises, or (iii) Tenant fails to operate the Premises for the Agreed Use for more than thirty (30) days. In the event of any claim or action alleging that Landlord’s agreement pursuant to the foregoing exclusive constitutes a restraint of trade or gives rise to alleged violations of federal or state anti-trust laws, then Landlord may notify Tenant in writing and Tenant shall within ten (10) days: (a) the six-year anniversary of the Closing Date agree to indemnify, defend, and hold Landlord harmless from and against all losses, costs, liabilities, damages or expenses, including reasonable attorneys’ fees and costs; or (b) the first time at which Moadel and his affiliates no longer own any direct or indirect interest in Newco, he will perform, and will direct all other full-time, medically trained or licensed medical professionals under his direction or control to perform, all services related to Refractive Surgery only at the premises of, and using the equipment of, Newco. Furthermore, Moadel agrees that, for a period of six (6) years immediately following the Effective Time, Moadel shall devote Moadel's full business time and attention (in amounts generally consistent with the practices of Moadel prior to the Closing Date) to rendering professional ophthalmic and medical services in (i) Restricted Area or the immediate vicinity thereof or (ii) or such area or areas in which Newco may in the future provide premises and equipment for Refractive Surgery including, without limitation, new premises being developed in Stamford and Greenwich, Connecticut (each, an "Other Location"). Furthermore, Moadel and PC agree that, as a condition to using Newco's premises and equipment, each medical professional employed by Moadel or PC that performs or intends to perform a majority of his or her Refractive Surgery procedures (or related medical services) using Newco's premises and equipment, whether in the Restricted Area or an Other Location, to sign an exclusive use agreement containing substantially similar provisions to those contained in waive this Section 9.2 and naming Newco as a beneficiary51, except that the term shall end upon such employee's cessation of the use of Newco's premises and equipment (unless such employee is also an equity holder in Newco in which case a different term this Lease shall apply in accordance with applicable provisions of Newco's Limited Liability Company Agreement). Without limiting the provisions of the first sentence of this Section, the parties agree that the following activities by Moadel shall not (continue without change except as long as they do not interfere with Moadel's devotion of his full business time and attention in the manner described above) be a violation of the second sentence of this Section: the devotion of a reasonable amount of time to charitable and community activities; and, the management of personal investments that are passive in nature, including, without limitation, Moadel's passive investment in Infinity Laser Centers, Inc. ("Infinity"), provided that Moadel cannot, despite any disclosure in any schedule to this AgreementSection 51. In the event Tenant does not notify Landlord of its election pursuant to the preceding sentence within twenty (20) days of such notification by Landlord, serve as a director, officer, employee, consultant or in any other similar capacity with respect to Infinity. Notwithstanding the provisions of this Section, the death or Disability of Moadel shall not be the basis of any breach or default of the provisions of this Section, but in the case of Disability performance Tenant shall be excused only for so long as deemed to have waived the Disability exists. As used exclusive use covenant set forth in this Agreement, Disability shall mean any incapacity or disability of Moadel giving rise to benefits under the disability insurance policy acquired by Newco pursuant to Section 4.8 hereof, or if no such policy is in effect, Moadel's having a mental or physical incapacity that reasonably prevents Moadel's resumption of the normal performance of his medical practice51.

Exclusive Use. Except During the Term of this Lease, provided that Tenant is open and operating in all of the Premises for its Permitted Use under the trade name specified in Section 1.1(a) hereof and is not otherwise in default hereunder, Landlord shall not lease any space located within the Shopping Center [evaluate as expressly otherwise provided below, Moadel hereby agrees that, during to whether Landlord needs to carve out any outparcels] to any other tenant whose permitted use is substantially the period of time same as Tenant’s Primary Use (the "Restricted Period") beginning on the Closing Date and ending on the later of (a) the six-year anniversary of the Closing Date or (b) the first time at which Moadel and his affiliates no longer own any direct or indirect interest in Newco, he will perform, and will direct all other full-time, medically trained or licensed medical professionals under his direction or control to perform, all services related to Refractive Surgery only at the premises of, and using the equipment of, Newco. Furthermore, Moadel agrees that, for a period of six (6) years immediately following the Effective Time, Moadel shall devote Moadel's full business time and attention (in amounts generally consistent with the practices of Moadel prior to the Closing Date) to rendering professional ophthalmic and medical services in (i) Restricted Area or the immediate vicinity thereof or (ii) or such area or areas in which Newco may in the future provide premises and equipment for Refractive Surgery including, without limitation, new premises being developed in Stamford and Greenwich, Connecticut (each, an "Other Location"“Exclusive Use”). Furthermore, Moadel and PC agree that, as a condition to using Newco's premises and equipment, each medical professional employed by Moadel or PC that performs or intends to perform a majority of his or her Refractive Surgery procedures (or related medical services) using Newco's premises and equipment, whether in the Restricted Area or an Other Location, to sign an exclusive use agreement containing substantially similar provisions to those contained in this Section 9.2 and naming Newco as a beneficiary, except that the term shall end upon such employee's cessation of the use of Newco's premises and equipment (unless such employee is also an equity holder in Newco in which case a different term shall apply in accordance with applicable provisions of Newco's Limited Liability Company Agreement). Without limiting the provisions of the first sentence For purposes of this Section, Tenant’s “Primary Use” shall be deemed to be Tattoo Studio and Art Gallery. Notwithstanding anything herein to the parties agree that contrary, no tenant of the following activities Shopping Center (nor its successors, sublessees, licensees, concessionaires or assignees) which leases 5,000 square feet or more shall be subject to Tenant’s Exclusive Use, nor shall any tenant of the Shopping Center utilizing not more than fifteen percent (15%) of such tenant’s leasable floor area for the incidental sale of items included within Tenant’s Exclusive Use be subject to Tenant’s Exclusive Use nor shall any existing tenant of the Shopping Center, or its successors, sublessees, licensees, concessionaires or assignees be subject to Tenant’s Exclusive Use (collectively, the “Other Authorized Providers”). If, for any period of time during the Term of this Lease, any tenant of the Shopping Center (other than Tenant and any Other Authorized Providers) is permitted under its lease with Landlord to violate Tenant’s Exclusive Use (any such other tenant being referred to herein as a “Violating Tenant”), and such Violating Tenant shall continue to violate Tenant’s Exclusive Use for more than three hundred sixty five (365) consecutive days after Landlord receives written notice of such violation from Tenant, then, as Tenant’s sole remedy therefor, Tenant shall have the right, within thirty (30) days after such 365th consecutive day, to terminate this Lease by Moadel written notice given to Landlord within said 30-day period, which termination shall be effective thirty (30) days after the date of such written notice. If Tenant fails to terminate this Lease within said 30-day period, Tenant shall be deemed to have forever waived the right to enforce this provision against the Violating Tenant and/or Landlord. Notwithstanding anything to the contrary contained in this Section, (i) Tenant may not terminate this Lease as aforesaid at any time during a default by Tenant hereunder or at any time after having exercised a Renewal Option hereunder (as long as they do not interfere with Moadel's devotion if Tenant notified Landlord of his full business time and attention in the manner described above) be a violation of Tenant’s Exclusive Use prior to exercising the second sentence of this Section: the devotion of a reasonable amount of time to charitable and community activitiesRenewal Option); and, the management of personal investments that are passive in nature, including, without limitation, Moadel's passive investment in Infinity Laser Centers, Inc. ("Infinity"), provided that Moadel cannot, despite any disclosure in any schedule to this Agreement, serve as a director, officer, employee, consultant or in any other similar capacity with respect to Infinity. Notwithstanding ii) the provisions of this SectionSection shall not apply to tenants (nor to their successors, sublessees, licensees, concessionaires or assignees) under leases or other occupancy agreements in existence as of the death Effective Date, nor to situations where Landlord does not have approval or Disability of Moadel consent rights to another tenant’s ability to assign or sublet; and (iii) Landlord shall not be obligated to ensure that its tenants, or the basis assignees or subtenants of any breach or default of the provisions of this Sectionits tenants, but use their premises in the case of Disability performance shall be excused Shopping Center only for those purposes for which they are permitted to be used under their respective leases; and Landlord shall not be in default hereunder due to, or have any obligation or responsibility with regard to, any tenant which violates Tenant’s Exclusive Use where such tenant is not expressly permitted to do so long as the Disability exists. As used in this Agreement, Disability shall mean any incapacity or disability of Moadel giving rise to benefits under the disability insurance policy acquired by Newco pursuant to Section 4.8 hereof, or if no such policy is in effect, Moadel's having a mental or physical incapacity that reasonably prevents Moadel's resumption the terms of the normal performance of his medical practiceits lease with Landlord.

Exclusive Use. Except The Tenant covenants and agrees to use the demised premises as expressly otherwise provided below, Moadel hereby agrees that, during a bank only. Subject to the period rights of time (the "Restricted Period") beginning on the Closing Date and ending on the later of (a) the six-year anniversary of the Closing Date or (b) the first time at which Moadel and his affiliates no longer own any direct or indirect interest in Newco, he will perform, and will direct all other full-time, medically trained or licensed medical professionals tenants under his direction or control to perform, all services related to Refractive Surgery only at the premises of, and using the equipment of, Newco. Furthermore, Moadel agrees that, for a period of six (6) years immediately following the Effective Time, Moadel shall devote Moadel's full business time and attention (in amounts generally consistent with the practices of Moadel leases executed prior to the Closing Datefull execution of this Lease ("Prior Lease"), or any extensions or renewals of such Prior Lease or a new lease executed by a tenant in occupancy under an expired Prior Lease and specifically reserving the right of any current or future supermarket and/or convenience store occupant of the Shopping Center to have a banking facility during the initial term and any renewal term, provided Tenant is current under this Lease and not in default of any terms, conditions, covenants and provisions of this Lease beyond the applicable cure period, LANDLORD SHALL NOT LEASE TO ANY OTHER TENANT OR SUBTENANT ANY OTHER SPACE IN THE SHOPPING CENTER OR IN ANY OTHER PREMISES OWNED OR LEASED WITHIN A RADIUS OF ONE (1) to rendering professional ophthalmic and medical services in MILE OF THE SHOPPING CENTER FOR THE PRIMARY OPERATION OF A BANK (i) Restricted Area or the immediate vicinity thereof or (ii) or such area or areas in which Newco may in the future provide premises and equipment for Refractive Surgery including, without limitation, new premises being developed in Stamford and Greenwich, Connecticut (each, an "Other LocationEXCLUSIVE USE"). FurthermoreNotwithstanding the foregoing, Moadel the above restriction/exclusive shall automatically become null and PC agree that, as a condition to using Newco's premises and equipment, each medical professional employed by Moadel or PC that performs or intends to perform a majority of his or her Refractive Surgery procedures (or related medical services) using Newco's premises and equipment, whether void in the Restricted Area event Tenant or an Other Location, anyone taking under Tenant ceases to sign an exclusive use agreement containing substantially similar provisions to those contained in this Section 9.2 and naming Newco as a beneficiary, except that the term shall end upon such employeePremises primarily for the Exclusive Use (eighty (80%) percent or more of Tenant's cessation floor area of the use of Newco's premises and equipment (unless such employee Premises is also an equity holder in Newco in which case a different term shall apply in accordance with applicable provisions of Newco's Limited Liability Company Agreementdevoted to the Exclusive Use). Without limiting Tenant further agrees that this Exclusive Use shall not apply to any after acquired or leased property even within the provisions one (1) mile radius restriction if same is purchased and/or leased with a bank use existing thereon at the time of the first sentence purchase and/or lease by Landlord in locations other than the Shopping Center as set forth on Addendum B. In the event of a breach by Landlord under the terms of this Section, the parties Landlord and Tenant acknowledge and agree that the following activities by Moadel shall Tenant does not (as long as they do not interfere with Moadel's devotion of his full business time and attention in the manner described above) be a violation of the second sentence have an adequate remedy at law for breach of this Section: provision and that Tenant's sole remedy in lieu of any action at law including but not limited to damages or torts shall be limited to injunctive relief only and the devotion of Landlord and Tenant agree that should a reasonable amount of time to charitable and community activities; andsuit be commenced by either party, the management of personal investments that are passive in natureprevailing party will be reimbursed its legal fees, includingcosts, without limitationetc., Moadel's passive investment in Infinity Laser Centers, Inc. ("Infinity"), provided that Moadel cannot, despite any disclosure in any schedule to this Agreement, serve as a director, officer, employee, consultant or in any by the other similar capacity with respect to Infinity. Notwithstanding the provisions of this Section, the death or Disability of Moadel shall not be the basis of any breach or default of the provisions of this Section, but in the case of Disability performance shall be excused only for so long as the Disability exists. As used in this Agreement, Disability shall mean any incapacity or disability of Moadel giving rise to benefits under the disability insurance policy acquired by Newco pursuant to Section 4.8 hereof, or if no such policy is in effect, Moadel's having a mental or physical incapacity that reasonably prevents Moadel's resumption of the normal performance of his medical practiceparty.