Common use of Non-Compete and Non-Solicitation Clause in Contracts

Non-Compete and Non-Solicitation. In consideration for this Agreement, ▇▇▇▇▇ agrees that during the Term of this Agreement and for a period of twelve (12) months following his termination of employment for any reason, whether such termination is during the term of this Agreement or after the termination or expiration of this Agreement: ▇. ▇▇▇▇▇ will not approach clients, customers or contacts of the Companies or other persons or entities introduced to ▇▇▇▇▇ in his capacity as a representative of the Companies for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Companies and such persons and/or entities; b. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ shall not assume employment with or provide services, directly or indirectly, as a director, consultant or otherwise for any competitor of the Companies within any county in which any one of the Companies conducts business, or engage, whether as a principal, partner, licensor or otherwise, in any business which is in direct or indirect competition with the business of the Companies; provided, however, that nothing contained in this subsection (b) shall be deemed to prohibit ▇▇▇▇▇ from acquiring, solely as an investment, shares of capital stock of any corporation the shares of the same class of which corporation are traded on the national securities exchange or in the over-the-counter market so long as he does not acquire direct or indirect ownership of one percent (1%) or more of any class of capital stock of said corporation; and c. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ will not seek directly or indirectly, or offer alternative employment or other inducement whatsoever, in order to solicit the services of any employee of the Companies employed as of the date of termination of his employment or this Agreement for any reason, or employed at any time during the twelve (12) months preceding such termination.

Non-Compete and Non-Solicitation. In consideration Employee acknowledges and agrees -------------------------------- that: (1) in order to perform his obligations and job duties for this AgreementEmployer, ▇▇▇▇▇ agrees that during Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the Term business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee agrees that, during his employment with Employer, and for a period of twelve one (121) months following his termination of employment for any reasonyear thereafter, whether such termination is during the term of this Agreement or after the termination or expiration of this Agreement: ▇. ▇▇▇▇▇ will not approach clients, customers or contacts of the Companies or other persons or entities introduced to ▇▇▇▇▇ in his capacity as a representative of the Companies for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Companies and such persons and/or entities; b. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ Employee shall not assume employment with or provide servicesnot, directly or indirectly, either as a directoran employee, consultant or otherwise for any competitor of the Companies within any county in which any one of the Companies conducts businessemployer, or engageindependent contractor, whether as a consultant, agent, principal, partner, licensor stockholder, officer, director, or otherwise, in any other individual or representative capacity, either for his own benefit or the benefit of any other person or entity: (i) engage or participate in a business which is competes in direct a material manner with Employer or indirect competition with the business any of the Companiesits Affiliates; provided(ii) contact, however, that nothing contained in this subsection (b) shall be deemed to prohibit ▇▇▇▇▇ from acquiring, solely as an investment, shares of capital stock of any corporation the shares of the same class of which corporation are traded on the national securities exchange solicit or in the over-the-counter market so long as he does not acquire direct or indirect ownership of one percent (1%) or more of any class of capital stock of said corporation; and c. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ will not seek directly or indirectly, or offer alternative employment or other inducement whatsoever, in order attempt to solicit the services business or patronage of any of Employer's (or Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (or its Affiliates) during the term of Employee's employment with Employer; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer (or an Affiliate) to terminate his/her employment with Employer (or such Affiliate). Notwithstanding the Companies employed as of foregoing, the date of restriction provided in (i) above shall apply following the termination of his employment or this Agreement only if Employee receives the payments and benefits provided for any reason, in Section 5 or employed at any time during the twelve (12) months preceding such termination6 above.

Non-Compete and Non-Solicitation. In consideration for this Agreement, ▇▇▇▇▇ The Executive hereby agrees with the Company that during the Term of this Agreement and for a period of twelve (12) 12 months following his termination of employment for any reason, whether such termination is during the term of this Agreement or after the termination or expiration of this AgreementTermination Date: ▇. ▇▇▇▇▇ will not approach clients(a) The Executive shall not, customers or contacts without the prior written consent of the Companies or other persons or entities introduced to ▇▇▇▇▇ in his capacity as a representative Chief Executive Officer of the Companies for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Companies and such persons and/or entities; b. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ shall not assume employment with or provide servicesCompany, directly or indirectly, engage in, be employed by, act as a consultant or advisor to, be a director, consultant officer, owner or partner of, or acquire an interest in, any business engaged in manufacturing implant or dry strip semiconductor processing systems (a “competitive business”), nor directly or indirectly have any interest in, own, manage, operate, control, be connected with as a stockholder, lender, joint venturer, officer, employee, partner or consultant, or otherwise for any competitor of the Companies within any county in which any one of the Companies conducts business, or engage, whether as a principal, partner, licensor invest or otherwise, participate in any business which is in direct or indirect competition with the business of the Companiescompetitive business; provided, however, that nothing contained in this subsection Section 5.4 shall prevent the Executive from investing or trading in publicly traded stocks, bonds, commodities or securities or in real estate or other forms of investment for Executive’s own account and benefit (directly or indirectly); (b) The Executive shall be deemed to prohibit ▇▇▇▇▇ from acquiring, solely as an investment, shares of capital stock of any corporation the shares of the same class of which corporation are traded on the national securities exchange or in the over-the-counter market so long as he does not acquire direct or indirect ownership of one percent (1%) or more of any class of capital stock of said corporation; and c. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ will not seek directly or indirectly, or offer alternative employment or other inducement whatsoever, in order to actively solicit the services of any employee of the Companies employed Company or any of its subsidiaries or affiliates to leave the employment thereof; and the Executive shall not enter onto Company property without prior written consent from the Chief Executive Officer of the Company or other executive officer of the Company; (c) The Executive shall not induce or attempt to induce any customer, supplier, licensor, licensee or other individual, corporation or business organization having a business relationship with the Company or its subsidiaries or affiliates to cease doing business with the Company or its subsidiaries or affiliates or in any way interfere with the relationship between any such customer, supplier, licensor, licensee or other individual, corporation or business organization and the Company or its subsidiaries or affiliates. Solicitation of customers for the purposes of this obligation refers to existing and/or contemplated products as of the date time of termination this Agreement; (d) The applicable time periods set forth in this Section 5.4 shall be extended by the time of his employment any breach by the Executive of any terms of this Agreement; (e) The provisions of Section 5.4 contain the sole and exclusive obligations of the Executive with respect to non-competition and non-solicitation other than those provided by law, if any; and (f) The Company acknowledges that negotiations or this Agreement for discussions between or among Executive and any reasonthird party about prospective employment, business ventures, or employed at any time during the twelve (12other opportunities shall not, alone, constitute a breach of Section 5.4(a) months preceding such terminationof this Agreement.

Non-Compete and Non-Solicitation. In consideration for this Agreement18.1 The Sponsors hereby undertake that they shall not, ▇▇▇▇▇ agrees and shall ensure that during the Term none of this Agreement and for a period of twelve (12) months following his termination of employment for any reasontheir Subsidiaries or Affiliates shall, whether such termination is during the term of this Agreement singly or after the termination or expiration of this Agreement: ▇. ▇▇▇▇▇ will not approach clients, customers or contacts of the Companies or other persons or entities introduced to ▇▇▇▇▇ in his capacity as a representative of the Companies for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Companies and such persons and/or entities; b. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ shall not assume employment with or provide servicesjointly, directly or indirectly, for their own account or as a agent, employee, officer, director, consultant or otherwise for any competitor of the Companies within any county in which any one of the Companies conducts businessconsultant, or engageshareholder or equity owner of any other Person, whether as a principalengage or attempt to engage or assist any other Person to engage in the Business. The Sponsors further undertake that from the date of this Agreement, partnerthey shall give up, licensor part with and/or cease and desist from carrying on in India any activity or otherwise, in any business which is in direct or indirect competition with the business same as that of the Companies; provided, however, Business of the Company. They undertake that nothing contained in this subsection (b) shall be deemed to prohibit ▇▇▇▇▇ from acquiring, solely as an any venture or investment, shares of capital stock of any corporation the shares of the same class of which corporation are traded on the national securities exchange or in the over-the-counter market so long as he does not acquire direct or indirect ownership of one percent (1%) or more of any class of capital stock of said corporation; and c. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ will not seek whether directly or indirectly, in the Business shall only be undertaken, carried on, implemented, or offer alternative employment held through the Company or its Subsidiaries, unless APGL gives prior written consent to the Sponsors to do otherwise. 18.2 The Sponsors shall also not divulge or disclose to any Person any information (other inducement whatsoeverthan information available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction) relating to the Business, including but not limited to the identity of clients, finance, contractual arrangements, business or methods. 18.3 The Sponsors covenant and agree that during the subsistence of this Agreement, they will not, directly or indirectly: (a) attempt in order any manner to solicit the services of from any employee client/customer, except on behalf of the Companies employed as Company, business of the date type carried on by the Company or to persuade any Person which is a client/customer of termination the Company to cease doing business or to reduce the amount of business which any such client/customer has customarily done or might propose doing with the Company whether or not the relationship between the Company and such client/customer was originally established in whole or in part through his or its efforts; or (b) employ or attempt to employ or assist anyone else to employ any Person as an employee or a consultant (including the Key Managerial Personnel and the CEO) who is in the employment or this Agreement for any reasonof the Company, or employed was in the employment of the Company at any time during the twelve preceding 12 (12twelve) months months; or (c) otherwise interfere in any manner with the contractual, employment or other relationship of any Person (including the Key Managerial Personnel and the CEO) who is in the employment of the Company, or was in the employment of the Company at any time during the preceding 12 (twelve) months. 18.4 The Sponsors acknowledge and agree that the above restrictions are considered reasonable for the legitimate protection of the business and the goodwill of APGL and the Company, but in the event that such terminationrestriction shall be found to be void, but would be valid if some part thereof was deleted or the scope, period or area of application were reduced, the above restriction shall apply with the deletion of such words or such reduction of scope, period or area of application as may be required to make the restrictions contained in this Clause valid and effective. Notwithstanding the limitation of this provision by any Law for the time being in force, the Sponsors undertake to, at all times, observe and be bound by the spirit of this Clause 18. 18.5 Provided however, that on the revocation, removal or diminution of the Law or provisions, as the case may be, by virtue of which the restrictions contained in this Clause were limited as provided hereinabove, the original restrictions would stand renewed and be effective to their original extent, as if they had not been limited by the Law or provisions revoked. 18.6 The Sponsors acknowledge and agree that the covenants and obligations with respect to non-compete and non-solicitation as set forth above relate to special, unique and extraordinary matters, and that a violation of any of the terms of such covenants and obligations will cause APGL and the Company irreparable injury. Therefore, the Sponsors agree that APGL and/ or the Company shall be entitled to an interim injunction, restraining order or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the Sponsors from committing any violation of the covenants and obligations contained in this Clause 18. These injunctive remedies are cumulative and are in addition to any other rights and remedies, APGL and/or the Company may have at Law or in equity.

Non-Compete and Non-Solicitation. In consideration Employee acknowledges and agrees that: (1) in order to perform his obligations and job duties for this AgreementEmployer, ▇▇▇▇▇ agrees that during Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the Term business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee agrees that, during his employment with Employer, and for a period of twelve one (121) months following his termination of employment for any reasonyear thereafter, whether such termination is during the term of this Agreement or after the termination or expiration of this Agreement: ▇. ▇▇▇▇▇ will not approach clients, customers or contacts of the Companies or other persons or entities introduced to ▇▇▇▇▇ in his capacity as a representative of the Companies for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Companies and such persons and/or entities; b. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ Employee shall not assume employment with or provide servicesnot, directly or indirectly, either as a directoran employee, consultant or otherwise for any competitor of the Companies within any county in which any one of the Companies conducts businessemployer, or engageindependent contractor, whether as a consultant, agent, principal, partner, licensor stockholder, officer, director, or otherwise, in any other individual or representative capacity, either for his own benefit or the benefit of any other person or entity: (i) engage or participate in a business which is competes in direct a material manner with Employer or indirect competition with the business any of the Companiesits Affiliates; provided(ii) contact, however, that nothing contained in this subsection (b) shall be deemed to prohibit ▇▇▇▇▇ from acquiring, solely as an investment, shares of capital stock of any corporation the shares of the same class of which corporation are traded on the national securities exchange solicit or in the over-the-counter market so long as he does not acquire direct or indirect ownership of one percent (1%) or more of any class of capital stock of said corporation; and c. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ will not seek directly or indirectly, or offer alternative employment or other inducement whatsoever, in order attempt to solicit the services business or patronage of any of Employer's (or Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (or its Affiliates) during the term of Employee's employment with Employer; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer (or an Affiliate) to terminate his/her employment with Employer (or such Affiliate). Notwithstanding the Companies employed as of foregoing, the date of restriction provided in (i) above shall apply following the termination of his employment or this Agreement only if Employee receives the payments and benefits provided for any reason, in Section 5 or employed at any time during the twelve (12) months preceding such termination6 above.

Non-Compete and Non-Solicitation. In consideration for this Agreement, ▇▇▇▇▇ agrees that during (a) Except as otherwise explicitly permitted by the Term last sentence of this Agreement Section 5.2(a), while employed with the Company or any of its Affiliates and for a period of twelve (12) months following his termination of employment for any reasonthereafter, whether such termination is during the term of this Agreement or after the termination or expiration of this Agreement: ▇. ▇▇▇▇▇ will not approach clientsEmployee shall not, customers or contacts of the Companies or other persons or entities introduced to ▇▇▇▇▇ in his capacity as a representative of the Companies for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Companies and such persons and/or entities; b. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ shall not assume employment with or provide services, either directly or indirectly, as a directorindividually or by or through any Covered Entity, consultant participate in, assist, aid or otherwise for any competitor of the Companies within any county in which any one of the Companies conducts business, or engage, whether as a principal, partner, licensor or otherwise, advise in any way, any business which is in direct or indirect competition enterprise that competes with the business of the Companies; provided, however, that nothing contained in this subsection (b) shall be deemed to prohibit ▇▇▇▇▇ from acquiring, solely as an investment, shares of capital stock of any corporation the shares of the same class of which corporation are traded on the national securities exchange or Business in the over-the-counter market so long as he does not acquire direct or indirect ownership of one percent Territory (1%) or more of including, without limitation, providing services to any class of capital stock of said corporation; and c. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ will not seek directly or indirectly, or offer alternative employment customer or other inducement whatsoeverperson or entity in the Territory). Except as otherwise explicitly permitted by the last sentence of this Section 5.2(a), in order to solicit while employed with the services Company or any of any employee its Affiliates and for a period of the Companies employed as of the date of termination of his employment or this Agreement for any reason, or employed at any time during the twelve (12) months thereafter, Employee shall not, either directly or indirectly, individually or by or through any Covered Entity, invest in (whether through debt or equity securities), contribute any capital or make any advances to, take an ownership interest or profit-sharing percentage in, seek to purchase or acquire, or receive income, compensation or consulting fees from, any entity or person involved in the Business in the Territory. Notwithstanding the foregoing, nothing contained in this Section 5.2(a) shall prohibit Employee or any Affiliate of Employee from owning less than five percent (5%) of any class of voting securities publicly held and quoted on a recognized securities exchange or inter-deal quotation system, of any issuer, and no such issuer shall be considered a Covered Entity solely by virtue of such ownership or the incidents thereof. (b) While employed with the Company or any of its Affiliates and for a period of twenty-four (24) months thereafter, Employee shall not, either directly or indirectly and shall not permit any Covered Entity which is Controlled by Employee to, either directly or indirectly, (i) solicit, or take any other action that is intended to solicit, the business of any customers or Referral Sources with which the Company or any of its Affiliates conducts business or receives referrals or has conducted business or received referrals within the 12 months preceding such terminationsolicitation or other action; or (ii) hire, solicit, take away, or attempt to hire, solicit or take away (either on such Employee’s behalf or on behalf of any other person or entity) any person (A) who is then an employee of the Company or any Affiliate of the Company or (B) who has terminated his or her employment with the Company or any Affiliate of the Company within the 12 months preceding such hiring, solicitation or other action. (c) Employee hereby acknowledges and agrees that the payment of any amount under the Severance Package is conditioned upon Employee’s compliance with the covenants in this Section 5, and that the Company will have the right to withhold payment if Employee is in breach of any of the covenants in this Section 5.

Non-Compete and Non-Solicitation. In consideration for this Agreement, ▇▇▇▇▇ agrees that during (a) Except as otherwise explicitly permitted by the Term last sentence of this Agreement Section 5.2(a), while employed with the Company or any of its Affiliates and for a period of twelve (12) months following his termination of employment for any reasonthereafter, whether such termination is during the term of this Agreement or after the termination or expiration of this Agreement: ▇. ▇▇▇▇▇ will not approach clientsEmployee shall not, customers or contacts of the Companies or other persons or entities introduced to ▇▇▇▇▇ in his capacity as a representative of the Companies for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Companies and such persons and/or entities; b. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ shall not assume employment with or provide services, either directly or indirectly, as a directorindividually or by or through any Covered Entity, consultant participate in, assist, aid or otherwise for any competitor of the Companies within any county in which any one of the Companies conducts business, or engage, whether as a principal, partner, licensor or otherwise, advise in any way, any business which is in direct or indirect competition enterprise that competes with the business of the Companies; provided, however, that nothing contained in this subsection (b) shall be deemed to prohibit ▇▇▇▇▇ from acquiring, solely as an investment, shares of capital stock of any corporation the shares of the same class of which corporation are traded on the national securities exchange or Business in the over-the-counter market so long as he does not acquire direct or indirect ownership of one percent Territory (1%) or more of including, without limitation, providing services to any class of capital stock of said corporation; and c. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ will not seek directly or indirectly, or offer alternative employment customer or other inducement whatsoeverperson or entity in the Territory). Except as otherwise explicitly permitted by the last sentence of this Section 5.2(a), in order to solicit while employed with the services Company or any of any employee its Affiliates and for a period of the Companies employed as of the date of termination of his employment or this Agreement for any reason, or employed at any time during the twelve (12) months thereafter, Employee shall not, either directly or indirectly, individually or by or through any Covered Entity, invest in (whether through debt or equity securities), contribute any capital or make any advances to, take an ownership interest or profit-sharing percentage in, seek to purchase or acquire, or receive income, compensation or consulting fees from, any entity or person involved in the Business in the Territory. Notwithstanding the foregoing, nothing contained in this Section 5.2(a) shall prohibit Employee or any Affiliate of Employee from owning less than five percent (5%) of any class of voting securities registered under the Securities Exchange Act of 1934, as amended, and publicly held and quoted on a recognized securities exchange or inter-deal quotation system, of any issuer, and no such issuer shall be considered a Covered Entity solely by virtue of such ownership or the incidents thereof. (b) While employed with the Company or any of its Affiliates and for a period of twelve (12) months thereafter, Employee shall not, either directly or indirectly and shall not permit any Covered Entity which is Controlled by Employee to, either directly or indirectly, (i) solicit, or take any other action that is intended to solicit, the business of any customers or Referral Sources with which the Company or any of its Affiliates conducts business or receives referrals or has conducted business or received referrals within the 12 months preceding such terminationsolicitation or other action; or (ii) hire, solicit, take away, or attempt to hire, solicit or take away (either on such Employee’s behalf or on behalf of any other person or entity) any person (A) who is then an employee of the Company or any Affiliate of the Company or (B) who has terminated his or her employment with the Company or any Affiliate of the Company within the 12 months preceding such hiring, solicitation or other action. (c) Employee hereby acknowledges and agrees that the payment of any amount under the Severance Package is conditioned upon Employee’s compliance with the provisions of this Section 5, and that the Company will have the right to withhold payment if Employee is in breach of any of the provisions of this Section 5.

Non-Compete and Non-Solicitation. (a) In consideration for addition to, and not in limitation of, all of the other terms and provisions of this Agreement, ▇▇▇▇▇ the Employee agrees that during the Term of this Agreement and Employment, the Employee will comply with the provisions of Section 1 above. (b) Unless the Employee’s employment is terminated by the Company without Cause, for the later of (i) a period of twelve one (121) months year following his the last day of the Term of Employment or (ii) the period during which the Company continues to pay Base Salary to the Employee after termination of employment for any reasonunder Section 6(d)(iv), whether such termination is during the term Employee will not, either directly or indirectly, as principal, agent, owner, employee, director, partner, investor, shareholder (other than solely as a holder of this Agreement or after the termination or expiration of this Agreement: ▇. ▇▇▇▇▇ will not approach clients, customers or contacts more than 1% of the Companies issued and outstanding shares of any public corporation), consultant, advisor or other persons otherwise howsoever own, operate, carry on or entities introduced to ▇▇▇▇▇ engage in his capacity as a representative the operation of the Companies for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Companies and such persons and/or entities; b. Unless expressly consented to by Trinity have any financial interest in writing, ▇▇▇▇▇ shall not assume employment with or provide servicesprovide, directly or indirectly, as a director, consultant financial assistance to or otherwise for lend money to or guarantee the debts or obligations of any competitor of the Companies within any county in which any one of the Companies conducts business, Person carrying on or engage, whether as a principal, partner, licensor or otherwise, engaged in any business which that is in direct similar to or indirect competition competitive with the business conducted by the Company or any of its subsidiaries during or on the Companies; provideddate of termination of Employee’s employment. The business of manufacturing, however, that nothing contained in this subsection (b) selling and/or distributing railcars and railcar parts and other related products shall be and be deemed to prohibit ▇▇▇▇▇ from acquiringbe “competitive” with the business conducted by the Company for the purposes hereof. (c) The Employee covenants and agrees with the Company and its subsidiaries that, solely as an investment, shares during the Term of capital stock Employment and for the later of any corporation (i) one (1) year following the shares last day of the same class Term of Employment or (ii) the period during which corporation are traded on the national securities exchange or in Company continues to pay Base Salary to the over-the-counter market so long as he does Employee under Section 6(d)(iv) thereafter, the Employee shall not acquire direct or indirect ownership of one percent (1%) or more of any class of capital stock of said corporation; and c. Unless expressly consented to by Trinity in writingdirectly, ▇▇▇▇▇ will not seek directly or indirectly, for herself or offer alternative employment for any other Person: (i) solicit, interfere with or other inducement whatsoeverendeavor to entice away from the Company or any of its subsidiaries or affiliates, any customer, client or any Person in order the habit of dealing with any of the foregoing; (ii) attempt to direct or solicit any customer or client away from the services Company or any of its subsidiaries or affiliates; (iii) interfere with, entice away or otherwise attempt to obtain the withdrawal of any employee of the Companies employed as Company or any of its subsidiaries or affiliates; or (iv) advise any Person not to do business with the Company or any of its subsidiaries or affiliates. The Employee represents to and agrees with the Company that the enforcement of the date restrictions contained in Section 7 and Section 8 (the Non-Disclosure and Non-Compete and Non-Solicitation sections respectively) would not be unduly burdensome to the Employee and that such restrictions are reasonably necessary to protect the legitimate interests of termination the Company. The Employee agrees that the remedy of his employment damages for any breach by the Employee of the provisions of either of these sections may be inadequate and that the Company shall be entitled to injunctive relief, without posting any bond. This section constitutes an independent and separable covenant that shall be enforceable notwithstanding any right or remedy that the Company may have under any other provision of this Agreement for any reason, or employed at any time during the twelve (12) months preceding such terminationotherwise.

Non-Compete and Non-Solicitation. (a) The Executive will not hold, accept or otherwise acquire any position with another entity, as a shareholder, partner, consultant, officer or director, which such position imposes on him, or may impose upon him in the future, a duty which could result in a conflict of interest arising between the Executive and the Company respecting any aspect of oil and gas exploration and production, including, without limitation, acquisition or divestiture of properties, access to financing and personnel, except that the Executive shall be permitted to engage in non-competitive consulting activities with other exploration and/or production companies, not to exceed in the aggregate twenty (20) days in any calendar year, and provided that the activities are non-competitive with the Company and approved in advance by the Company’s Board in writing. (b) In consideration for the event that the Executive terminates his employment and the Company is not in default of any material provision of this Agreement, ▇▇▇▇▇ agrees that during the Term of this Agreement and for a period of twelve (12) months following his termination of employment for any reason, whether such termination is during the term of this Agreement or after the termination or expiration of this Agreement: ▇. ▇▇▇▇▇ will not approach clients, customers or contacts of the Companies or other persons or entities introduced to ▇▇▇▇▇ in his capacity as a representative of the Companies for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Companies and such persons and/or entities; b. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ Executive shall not assume employment with or provide servicesnot, directly or indirectly, as a directorown, consultant manage, operate, finance, control or otherwise for participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any competitor of the Companies within manner connected with, lend any county in which credit to, or render services or advice to any one of the Companies conducts business, firm, corporation, partnership, association, joint venture or engage, whether as a principal, partner, licensor other entity that engages in or otherwise, in any business which is in direct or indirect competition with conducts the business of oil and gas exploration or any other business the Companiessame as or substantially similar to the business then engaged in or conducted by, or then proposed to be engaged in or conducted by, the Company or included in the future strategic plan of the Company, anywhere within those states where the Company owns or operates properties at the time the Executive terminates his employment with the Company; provided, however, that nothing contained in this subsection (b) shall be deemed to prohibit ▇▇▇▇▇ from acquiring, solely as an investment, shares of capital stock of any corporation the shares Executive may own less than 5% of the same class of which corporation are traded on the national securities exchange or in the over-the-counter market so long as he does not acquire direct or indirect ownership of one percent (1%) or more outstanding shares of any class of capital stock of said corporation; and c. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ will not seek directly or indirectly, or offer alternative employment or other inducement whatsoever, in order to solicit the services securities of any employee enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Companies employed as of Exchange Act. This restriction on the Executive’s activities shall terminate six (6) months from the date of such termination. In the event that the Company shall merge or be acquired or if this Agreement is otherwise assigned by the Company to another entity, the Executive expressly consents to the assignment of this provision to such successor or assignee. (c) For a period of six (6) months after the termination of his employment employment, the Executive shall not: (1) Recruit, solicit or this Agreement for any reasonhire, or employed at attempt to recruit, solicit or hire, any time employee, or independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement; (2) Attempt in any manner to solicit or accept from any customer of the Company, with whom the Company had significant contact during the twelve term of the Agreement, business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or is reasonably expected to do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services (12of the kind or competitive with the business of the Company) months preceding for such terminationcustomer, or have any discussions regarding any such service with such customer, on behalf of such other person; or (3) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company to discontinue or reduce its business with the Company or otherwise interfere in any way with the business of the Company.

Non-Compete and Non-Solicitation. In consideration Employee acknowledges and agrees that: (1) in order to perform his obligations and job duties for this AgreementEmployer, ▇▇▇▇▇ agrees that during Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the Term business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee agrees that, during his employment with Employer, and for a period of twelve one (121) months following his termination of employment for any reasonyear thereafter, whether such termination is during the term of this Agreement or after the termination or expiration of this Agreement: ▇. ▇▇▇▇▇ will not approach clients, customers or contacts of the Companies or other persons or entities introduced to ▇▇▇▇▇ in his capacity as a representative of the Companies for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Companies and such persons and/or entities; b. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ Employee shall not assume employment with or provide servicesnot, directly or indirectly, either as a directoran employee, consultant or otherwise for any competitor of the Companies within any county in which any one of the Companies conducts businessemployer, or engageindependent contractor, whether as a consultant, agent, principal, partner, licensor stockholder, officer, director, or otherwise, in any other individual or representative capacity, either for his own benefit or the benefit of any other person or entity: (i) engage or participate in a business which is competes in direct a material manner with Employer or indirect competition with the business any of the Companiesits Affiliates; provided(ii) contact, however, that nothing contained in this subsection (b) shall be deemed to prohibit ▇▇▇▇▇ from acquiring, solely as an investment, shares of capital stock of any corporation the shares of the same class of which corporation are traded on the national securities exchange solicit or in the over-the-counter market so long as he does not acquire direct or indirect ownership of one percent (1%) or more of any class of capital stock of said corporation; and c. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ will not seek directly or indirectly, or offer alternative employment or other inducement whatsoever, in order attempt to solicit the services business or patronage of any of Employer’s (or Affiliate’s) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (or its Affiliates) during the term of Employee’s employment with Employer; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer (or an Affiliate) to terminate his/her employment with Employer (or such Affiliate). Notwithstanding the Companies employed as of foregoing, the date of restriction provided in (i) above shall apply following the termination of his employment or this Agreement only if Employee receives the payments and benefits provided for any reason, in Section 5 or employed at any time during the twelve (12) months preceding such termination6 above.

Non-Compete and Non-Solicitation. In consideration for this AgreementThe Manager agrees that, ▇▇▇▇▇ agrees that except as approved from time to time in accordance with Clause 4 above, during the Term term of this Employment Agreement and for a period of twelve (12) months following his termination thereafter, he shall refrain from engaging in any activity directly or indirectly (including through any companies or related persons) competing with the Company or its Affiliates, world-wide, in the field of employment for short bowel syndrome (SBS). In particular, the Manager agrees that he will not: • be engaged (as an employee, officer, director, partner, consultant, agent, owner or in any reason, whether such termination is during other capacity) or economically interested in any capacity in any business which competes with the term business of the Company or any of its Affiliates in respect of SBS (whereby a participation in a public company up to 5% of the voting capital shall be regarded as a permissible participation within the terms of this provision); • solicit or induce, or in any manner attempt to solicit or induce any director, officer, employee, consultant, independent contractor or agent of the Company or any of its Affiliates to leave his or her employment or service. The Company retains the right to request the Manager to cease immediately any breach of these non-compete and non-solicitation covenants and may seek court orders, including interim orders, prohibiting such breaches. Employment Agreement or after the termination or expiration of this Agreement: between VectivBio AG and ▇. ▇▇▇ ▇▇▇▇▇▇ will not approach clients11 / 13 As a consideration for the Manager’s compliance with the post-contractual non-compete and non-solicitation covenants, customers or contacts the Company undertakes to pay to the Manager an amount of CHF 630,000 (the Non-Compete Compensation), payable in two equal installments on the first day of the Companies or other persons or entities introduced to ▇▇▇▇▇ post-contractual non-compete period and nine months thereafter. If the sum of (i) the Non-Compete Compensation and (ii) any income the Manager earns from any of his professional activities in his capacity as a representative respect of the Companies eighteen-months period from the Termination Date exceeds CHF 1,843,004 (such excess amount, the Excess Amount), then the Company shall be entitled to deduct from the Non-Compete Compensation the Excess Amount or, if already paid, the Manager shall repay the Excess Amount to the Company. Upon request of the Company, and in any event at the end of each quarter during the post-contractual non-compete and non-solicitation period, the Manager shall inform the Company of any such income. Should the Manager breach the post-contractual non-compete and non-solicitation covenants, the obligation of the Company to pay the Non-Compete Compensation shall lapse. The Manager agrees that in addition to all other remedies that may otherwise be available to the Company in any specific case, he shall be required to pay liquidated damages in an amount equal to the Non-Compete Compensation for a violation of the purposes undertakings set out in this Clause 18 Notwithstanding the payment of doing business with such persons liquidated damages, the Manager shall be liable to the Company for any losses and damages incurred by the Company or entities any of its Affiliates in excess of its entitlement to the liquidated damages, and will not interfere with (ii) shall continue to be bound by the business relationship between terms of the Companies violated provision, for which the Company may continue to seek specific enforcement and such persons and/or entities; b. Unless expressly consented to / or injunctive relief as may be granted by Trinity any court of competent jurisdiction. The post-contractual non-compete and non-solicitation covenants shall remain in writing, ▇▇▇▇▇ shall not assume employment with effect irrespective of the reason for a termination by the Company or provide services, directly or indirectlythe Manager, as a directorapplicable, consultant or otherwise for any competitor of the Companies within any county in which any one of the Companies conducts business, or engage, whether as a principal, partner, licensor or otherwise, in any business which is in direct or indirect competition with the business of the Companies; provided, however, that nothing contained in this subsection (b) shall be deemed to prohibit ▇▇▇▇▇ from acquiring, solely as an investment, shares of capital stock of any corporation the shares of the same class of which corporation are traded on the national securities exchange or in the over-the-counter market so long as he does not acquire direct or indirect ownership of one percent (1%) or more of any class of capital stock of said corporation; and c. Unless expressly consented the other Party agrees to by Trinity in writing, ▇▇▇▇▇ will not seek directly or indirectly, or offer alternative employment or other inducement whatsoever, in order to solicit the services of any employee of the Companies employed as of the date of termination of his employment or this Agreement for any reason, or employed at any time during the twelve (12) months preceding such termination.

Non-Compete and Non-Solicitation. In consideration for this AgreementThe Manager agrees that, ▇▇▇▇▇ agrees that except as approved from time to time in accordance with Clause 4 above, during the Term term of this Employment Agreement and for a period of twelve (12) months following thereafter, she shall refrain from engaging in any activity directly or indirectly (including through any companies or related persons) competing with the Company or its Affiliates, world-wide, in the field of short bowel syndrome (SBS). In particular, the Manager agrees that she will not: • be engaged (as an employee, officer, director, partner, consultant, agent, owner or in any other capacity) or economically interested in any capacity in any business which competes with the business of the Company or any of its Affiliates in respect of SBS (whereby a participation in a public company up to 5% of the voting capital shall be regarded as a permissible participation within the terms of this provision); • solicit or induce, or in any manner attempt to solicit or induce any director, officer, employee, consultant, independent contractor or agent of the Company or any of its Affiliates to leave his termination or her employment or service. The Company retains the right to request the Manager to cease immediately any breach of employment these non-compete and non-solicitation covenants and may seek court orders, including interim orders, prohibiting such breaches. As a consideration for the Manager’s compliance with the post-contractual non-compete and non-solicitation covenants, the Company undertakes to pay to the Manager an amount of CHF 607,600 (the Non-Compete Compensation), payable in two equal installments on the first day of the post-contractual non-compete period and nine months thereafter. If the sum of (i) the Non-Compete Compensation and (ii) any income the Manager earns from any of her professional activities in respect of the eighteen-months period from the Termination Date exceeds CHF 1,820,604 (such excess amount, the Excess Amount), then the Company shall be entitled to deduct from the Non-Compete Compensation the Excess Amount or, if already paid, the Manager shall repay the Excess Amount to the Company. Upon request of the Company, and in any event at the end of each quarter during the post-contractual non-compete and non-solicitation period, the Manager shall inform the Company of any such income. Should the Manager breach the post-contractual non-compete and non-solicitation covenants, the obligation of the Company to pay the Non-Compete Compensation shall lapse. The Manager agrees that in addition to all other remedies that may otherwise be available to the Company in any specific case, she shall be required to pay liquidated damages in an amount equal to the Non-Compete Compensation for a violation of the undertakings set out in this Clause 18. Notwithstanding the payment of liquidated damages, the Manager shall be liable to the Company for any reasonlosses and damages incurred by the Company or any of its Affiliates in excess of its entitlement to the liquidated damages, whether such termination is during and (ii) shall continue to be bound by the term terms of this the violated provision, for which the Company may continue to seek specific enforcement and / or injunctive relief as may be granted by any court of competent jurisdiction. Employment Agreement or after the termination or expiration of this Agreement: between VectivBio AG and ▇. ▇▇▇▇▇▇ will not approach clients, customers or contacts of the Companies or other persons or entities introduced to ▇’▇▇▇▇▇▇▇ 11 / 13 The post-contractual non-compete and non-solicitation covenants shall remain in his capacity as a representative effect irrespective of the Companies reason for a termination by the purposes of doing business with such persons Company or entities and will not interfere with the business relationship between the Companies and such persons and/or entities; b. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ shall not assume employment with or provide services, directly or indirectlyManager, as a directorapplicable, consultant or otherwise for any competitor of the Companies within any county in which any one of the Companies conducts business, or engage, whether as a principal, partner, licensor or otherwise, in any business which is in direct or indirect competition with the business of the Companies; provided, however, that nothing contained in this subsection (b) shall be deemed to prohibit ▇▇▇▇▇ from acquiring, solely as an investment, shares of capital stock of any corporation the shares of the same class of which corporation are traded on the national securities exchange or in the over-the-counter market so long as he does not acquire direct or indirect ownership of one percent (1%) or more of any class of capital stock of said corporation; and c. Unless expressly consented the other Party agrees to by Trinity in writing, ▇▇▇▇▇ will not seek directly or indirectly, or offer alternative employment or other inducement whatsoever, in order to solicit the services of any employee of the Companies employed as of the date of termination of his employment or this Agreement for any reason, or employed at any time during the twelve (12) months preceding such termination.

Non-Compete and Non-Solicitation. In consideration for this Agreement, ▇▇▇▇▇ The Executive hereby agrees with the Company that during the Term of this Agreement and for a period of twelve (12) 12 months following his termination of employment for any reason, whether such termination is during the term of this Agreement or after the termination or expiration of this AgreementTermination Date: ▇. ▇▇▇▇▇ will not approach clients(a) The Executive shall not, customers or contacts without the prior written consent of the Companies or other persons or entities introduced to ▇▇▇▇▇ in his capacity as a representative Chief Financial Officer of the Companies for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Companies and such persons and/or entities; b. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ shall not assume employment with or provide servicesCompany, directly or indirectly, engage in, be employed by, act as a consultant or advisor to, be a director, consultant officer, owner or partner of, or acquire an interest in, any business competing with any of the businesses conducted by the Company or any of its subsidiaries or affiliates, nor directly or indirectly have any interest in, own, manage, operate, control, be connected with as a stockholder, lender, joint venturer, officer, employee, partner or consultant, or otherwise for any competitor of the Companies within any county in which any one of the Companies conducts business, or engage, whether as a principal, partner, licensor invest or otherwise, participate in any business which that is in direct or indirect competition competitive with the business any of the Companiesbusinesses conducted by the Company or by any subsidiary or affiliate of the Company; provided, however, that nothing contained in this subsection Section 3.4 shall prevent the Executive from investing or trading in publicly traded stocks, bonds, commodities or securities or in real estate or other forms of investment for Executive’s own account and benefit (directly or indirectly); (b) The Executive shall be deemed to prohibit ▇▇▇▇▇ from acquiring, solely as an investment, shares of capital stock of any corporation the shares of the same class of which corporation are traded on the national securities exchange or in the over-the-counter market so long as he does not acquire direct or indirect ownership of one percent (1%) or more of any class of capital stock of said corporation; and c. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ will not seek directly or indirectly, or offer alternative employment or other inducement whatsoever, in order to actively solicit the services of any employee of the Companies employed Company or any of its subsidiaries or affiliates to leave the employment thereof; and the Executive shall not enter onto Company property without prior written consent from the Chief Executive Officer of the Company or other executive officer of the Company; and (c) The Executive shall not induce or attempt to induce any customer, supplier, licensor, licensee or other individual, corporation or business organization having a business relationship with the Company or its subsidiaries or affiliates to cease doing business with the Company or its subsidiaries or affiliates or in any way interfere with the relationship between any such customer, supplier, licensor, licensee or other individual, corporation or business organization and the Company or its subsidiaries or affiliates. Solicitation of customers for the purposes of this obligation refers to existing and/or contemplated products as of the date time of termination this Agreement. (d) The applicable time periods set forth in this Section 3.4 shall be extended by the time of his employment any (1) breach by the Executive of any terms of this Agreement, or (2) litigation involving the Executive and the Company in respect of any of the provisions of this Agreement for any reason, (whether by the Executive seeking relief from the terms hereof or employed at any time during by the twelve (12) months preceding such terminationCompany seeking to enforce the terms hereof or otherwise).

Non-Compete and Non-Solicitation. (a) In consideration for addition to, and not in limitation of, all of the other terms and provisions of this Agreement, ▇▇▇▇▇ the Employee agrees that during the Term of this Agreement and Employment, the Employee will comply with the provisions of Section 1 above. (b) Unless the Employee’s employment is terminated by the Company without Cause, for the later of (i) a period of twelve one (121) months year following his the last day of the Term of Employment or (ii) the period during which the Company continues to pay Base Salary to the Employee after termination of employment for any reasonunder Section 6(c)(iv), whether such termination is during the term Employee will not, either directly or indirectly, as principal, agent, owner, employee, director, partner, investor, shareholder (other than solely as a holder of this Agreement or after the termination or expiration of this Agreement: ▇. ▇▇▇▇▇ will not approach clients, customers or contacts more than 1% of the Companies issued and outstanding shares of any public corporation), consultant, advisor or other persons otherwise howsoever own, operate, carry on or entities introduced to ▇▇▇▇▇ engage in his capacity as a representative the operation of the Companies for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Companies and such persons and/or entities; b. Unless expressly consented to by Trinity have any financial interest in writing, ▇▇▇▇▇ shall not assume employment with or provide servicesprovide, directly or indirectly, as a director, consultant financial assistance to or otherwise for lend money to or guarantee the debts or obligations of any competitor of the Companies within any county in which any one of the Companies conducts business, Person carrying on or engage, whether as a principal, partner, licensor or otherwise, engaged in any business which that is in direct similar to or indirect competition competitive with the business conducted by the Company or any of its subsidiaries during or on the Companies; provideddate of termination of Employee’s employment. The business of manufacturing, however, that nothing contained in this subsection (b) selling and/or distributing railcars and railcar parts and other related products shall be and be deemed to prohibit ▇▇▇▇▇ from acquiringbe “competitive” with the business conducted by the Company for the purposes hereof. (c) The Employee covenants and agrees with the Company and its subsidiaries that, solely as an investment, shares during the Term of capital stock Employment and for the later of any corporation (i) one (1) year following the shares last day of the same class Term of Employment or (ii) the period during which corporation are traded on the national securities exchange or in Company continues to pay Base Salary to the over-the-counter market so long as he does Employee under Section 6(c)(iv) thereafter, the Employee shall not acquire direct or indirect ownership of one percent (1%) or more of any class of capital stock of said corporation; and c. Unless expressly consented to by Trinity in writingdirectly, ▇▇▇▇▇ will not seek directly or indirectly, for herself or offer alternative employment for any other Person: (i) solicit, interfere with or other inducement whatsoeverendeavor to entice away from the Company or any of its subsidiaries or affiliates, any customer, client or any Person in order the habit of dealing with any of the foregoing; (ii) attempt to direct or solicit any customer or client away from the services Company or any of its subsidiaries or affiliates; (iii) interfere with, entice away or otherwise attempt to obtain the withdrawal of any employee of the Companies employed as Company or any of its subsidiaries or affiliates; or (iv) advise any Person not to do business with the Company or any of its subsidiaries or affiliates. The Employee represents to and agrees with the Company that the enforcement of the date restrictions contained in Section 7 and Section 8 (the Non-Disclosure and Non-Compete and Non-Solicitation sections respectively) would not be unduly burdensome to the Employee and that such restrictions are reasonably necessary to protect the legitimate interests of termination the Company. The Employee agrees that the remedy of his employment damages for any breach by the Employee of the provisions of either of these sections may be inadequate and that the Company shall be entitled to injunctive relief, without posting any bond. This section constitutes an independent and separable covenant that shall be enforceable notwithstanding any right or remedy that the Company may have under any other provision of this Agreement for any reason, or employed at any time during the twelve (12) months preceding such terminationotherwise.

Non-Compete and Non-Solicitation. (a) In consideration for addition to, and not in limitation of, all of the other terms and provisions of this Agreement, ▇▇▇▇▇ the Employee agrees that during the Term of this Agreement and Employment, the Employee will comply with the provisions of Section 1 above. (b) Unless the Employee's employment is terminated by the Company without Cause, for the later of (i) a period of twelve one (121) months year following his the last day of the Term of Employment or (ii) the period during which the Company continues to pay Base Salary to the Employee after termination of employment for any reasonunder Section 6(d)(iv), whether such termination is during the term Employee will not, either directly or indirectly, as principal, agent, owner, employee, director, partner, investor, shareholder (other than solely as a holder of this Agreement or after the termination or expiration of this Agreement: ▇. ▇▇▇▇▇ will not approach clients, customers or contacts more than 1% of the Companies issued and outstanding shares of any public corporation), consultant, advisor or other persons otherwise howsoever own, operate, carry on or entities introduced to ▇▇▇▇▇ engage in his capacity as a representative the operation of the Companies for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Companies and such persons and/or entities; b. Unless expressly consented to by Trinity have any financial interest in writing, ▇▇▇▇▇ shall not assume employment with or provide servicesprovide, directly or indirectly, as a director, consultant financial assistance to or otherwise for lend money to or guarantee the debts or obligations of any competitor of the Companies within any county in which any one of the Companies conducts business, Person carrying on or engage, whether as a principal, partner, licensor or otherwise, engaged in any business which that is in direct similar to or indirect competition competitive with the business conducted by the Company or any of its subsidiaries during or on the Companies; provideddate of termination of Employee's employment. The business of manufacturing, however, that nothing contained in this subsection (b) selling and/or distributing railcars and railcar parts and other related products shall be and be deemed to prohibit ▇▇▇▇▇ from acquiringbe "competitive" with the business conducted by the Company for the purposes hereof. (c) The Employee covenants and agrees with the Company and its subsidiaries that, solely as an investment, shares during the Term of capital stock Employment and for the later of any corporation (i) one (1) year following the shares last day of the same class Term of Employment or (ii) the period during which corporation are traded on the national securities exchange or in Company continues to pay Base Salary to the over-the-counter market so long as he does Employee under Section 6(d)(iv) thereafter, the Employee shall not acquire direct or indirect ownership of one percent (1%) or more of any class of capital stock of said corporation; and c. Unless expressly consented to by Trinity in writingdirectly, ▇▇▇▇▇ will not seek directly or indirectly, for herself or offer alternative employment for any other Person: (i) solicit, interfere with or other inducement whatsoeverendeavor to entice away from the Company or any of its subsidiaries or affiliates, any customer, client or any Person in order the habit of dealing with any of the foregoing; (ii) attempt to direct or solicit any customer or client away from the services Company or any of its subsidiaries or affiliates; (iii) interfere with, entice away or otherwise attempt to obtain the withdrawal of any employee of the Companies employed as Company or any of its subsidiaries or affiliates; or (iv) advise any Person not to do business with the Company or any of its subsidiaries or affiliates. The Employee represents to and agrees with the Company that the enforcement of the date restrictions contained in Section 7 and Section 8 (the Non-Disclosure and Non-Compete and Non-Solicitation sections respectively) would not be unduly burdensome to the Employee and that such restrictions are reasonably necessary to protect the legitimate interests of termination the Company. The Employee agrees that the remedy of his employment damages for any breach by the Employee of the provisions of either of these sections may be inadequate and that the Company shall be entitled to injunctive relief, without posting any bond. This section constitutes an independent and separable covenant that shall be enforceable notwithstanding any right or remedy that the Company may have under any other provision of this Agreement for any reason, or employed at any time during the twelve (12) months preceding such terminationotherwise.

Non-Compete and Non-Solicitation. In consideration for this Agreement, ▇▇▇▇▇ agrees that during the Term of this Agreement and for a period of twelve (12a) months following his termination of employment for any reason, whether such termination is during the term of this Agreement or after the termination or expiration of this Agreement: ▇. ▇▇▇▇▇ will not approach clients, customers or contacts None of the Companies or other persons or entities introduced to ▇▇▇▇▇ in his capacity as a representative Sellers nor any of the Companies for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Companies and such persons and/or entities; b. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ shall not assume employment with or provide servicestheir respective Affiliates will, directly or indirectly, in any manner (whether on its own account, through any distributor, or as an owner, operator, manager, consultant, officer, director, employee, investor, agent or otherwise) during the five-year period commencing on the Closing Date (the “Five-Year Restricted Period”), (i) engage anywhere in the world in any business that competes with the Polymer Additives Business, or (ii) employ any Employee or engage any Employee as a director, consultant or otherwise other service provider or solicit any Transferred Employee for any competitor employment or to act as a consultant or other service provider; except that it will not be deemed to be a breach of the Companies within any county in which any one foregoing clause (ii) for either of the Companies conducts businessSellers or any of their respective Affiliates to (A) solicit for employment any Transferred Employee by means of a general advertisement or other non-directed search inquiry or (B) hire any Transferred Employee who is no longer employed by Buyer and has not been employed by Buyer for a period of at least 12 months. (b) Notwithstanding anything to the contrary in Section 9.02(a)(i), (i) the operation, performance and development by Ferro and its Affiliates of the Retained Businesses will not be a violation of Section 9.02(a)(i), provided, however, that none of the Sellers nor any of their respective Affiliates will, directly or engage, whether as a principal, partner, licensor or otherwiseindirectly, in any business which is manner (whether on its own account, through any distributor, or as an owner, operator, manager, consultant, officer, director, employee, investor, agent or otherwise), (A)(1) during the two-year period commencing on the Closing Date (the “Initial North America Restricted Period”), market, sell or distribute, or attempt to market, sell or distribute, any Retained Products or any other products or services similar to or competitive with those marketed, sold or distributed by the Polymer Additives Business (collectively, the “Competitive Products”) in direct or indirect competition with the business of the CompaniesNorth America to any Person; provided, however, that nothing contained in this subsection (b) that, for the avoidance of doubt, benzoic acid marketed, sold or distributed for products other than plasticizers shall not be deemed to prohibit ▇▇▇▇▇ from acquiring, solely as an investment, shares of capital stock of any corporation the shares of the same class of which corporation are traded on the national securities exchange or in the over-the-counter market considered a Competitive Product so long as he does they are not acquire direct or indirect ownership of one percent sold to displace a product sold by Buyer, and (1%2) or more of any class of capital stock of said corporation; and c. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ will not seek directly or indirectly, or offer alternative employment or other inducement whatsoever, in order to solicit during the services of any employee of the Companies employed as two-year period commencing of the date of termination of his employment that the Initial North America Restricted Period ends (the “Subsequent North America Restricted Period”), market, sell or this Agreement for any reasondistribute, or employed attempt to market, sell or distribute, any Competitive Products in North America to any Person set forth on Schedule 9.02(b)(i)(A)(2) or to any Affiliate of any such Person, (B) during the three-year period commencing on the Closing Date (the “Three-Year Restricted Period”), engage in or assist any affirmative efforts to convert any customer of the Polymer Additives Business set forth on Schedule 9.02(b)(i)(B) or any Affiliate of any such Person, from phthalates and phthalate blends to any Competitive Products, or (C) 56 during the Five Year Restricted Period, market, sell or distribute, or attempt to market, sell or distribute, any phthalates and phthalate blends to any Person anywhere in the world other than in accordance with the terms of the Supply Agreement, and (ii) the acquisition by Sellers or any of their respective Affiliates following the Closing of a Person engaged in the Polymer Additives Business will not be a violation of Section 9.02(a)(i), provided that the business of the acquired Person otherwise prohibited by Section 9.02(a)(i) (the “Prohibited Business”) represents less than 10% of such Person’s consolidated gross sales and $30,000,000 in net revenues for its most recent completed fiscal year, provided, further, that, if, at any time after the acquisition of such acquired Person, the business of such acquired Person otherwise prohibited by Section 9.02(a)(i) represents more than 10% of such Person’s consolidated gross sales or $30,000,000 in net revenues, in either case during any trailing twelve month period during the twelve Restricted Period, then Sellers shall, or shall cause their Affiliates to, divest such Prohibited Business within 12 months. (12c) months preceding Sellers acknowledge that the restrictions on Sellers in this Section 9.02 are necessary to protect the goodwill of the Polymer Additives Business, impose a reasonable restraint on Sellers in light of the activities and business of Sellers on the date of the execution of this Agreement and the current plans of the Parties, and that without these protections Buyer would not have entered into this Agreement. (d) The Parties recognize that the performance of the obligations under this Section 9.02 by Sellers is special, unique and extraordinary in character, and that in the event of the breach by Sellers of the terms and conditions of this Section 9.02 to be performed by Sellers, Buyer shall be entitled, if it so elects, to obtain damages for any breach of this Section 9.02, and to enforce such terminationobligations through specific performance, injunctive relief, a temporary restraining order, or a permanent injunction in any court of competent jurisdiction, to prevent or otherwise restrain a breach hereof. (e) If all or substantially all of the assets of the Antwerp Business are sold, assigned or otherwise transferred to any Person in a single transaction or series of transactions (whether through a sale of stock or other equity securities, by merger or consolidation, by sale of all or a portion of its assets, or by any other manner) (an “Antwerp Business Sale”), then Sellers shall require such purchaser(s) to enter into a written agreement with Buyer, pursuant to which such purchaser(s), for itself and its Affiliates, will agree to be bound by the restrictive covenants set forth in Section 9.02(b)(i)(A)(1), Section 9.02(b)(i)(B), Section 9.02(b)(i)(C), Section 9.02(c) and Section 9.02(d), but only with respect to products manufactured, distributed or sold by the Antwerp, Belgium facility. For the avoidance of doubt, the Parties acknowledge and agree that in the event of an Antwerp Business Sale, the Five-Year Period, the Initial North America Restricted Period and the Three-Year Period under this Section 9.02(e) commenced on the Closing Date, not on the closing of the Antwerp Business Sale.

Non-Compete and Non-Solicitation. In consideration Employee acknowledges and agrees that: (1) in order to perform his obligations and job duties for Employer, Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement, ▇▇▇▇▇ Agreement without his promises and agreements contained in the following paragraph. Employee also acknowledges and agrees that the services he will be performing for Employer, and the Confidential Information and Training he will be provided, may relate to Employer's, and its Affiliate's, strategies, processes and operations throughout the United States and may not be limited to any specific United States geographic location within which TXU Corp., or any of its Affiliates, conducts business. Employee agrees that, during the Term of this Agreement his employment with Employer, and for a period of twelve one (121) months following his termination of employment for any reasonyear thereafter, whether such termination is during the term of this Agreement or after the termination or expiration of this Agreement: ▇. ▇▇▇▇▇ will not approach clients, customers or contacts of the Companies or other persons or entities introduced to ▇▇▇▇▇ in his capacity as a representative of the Companies for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Companies and such persons and/or entities; b. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ Employee shall not assume employment with or provide servicesnot, directly or indirectly, either as a directoran employee, consultant or otherwise for any competitor of the Companies within any county in which any one of the Companies conducts businessemployer, or engageindependent contractor, whether as a consultant, agent, principal, partner, licensor stockholder, officer, director, or otherwise, in any other individual or representative capacity, either for his own benefit or the benefit of any other person or entity: (1) engage or participate in a business which is engaged in, or conducts, a business which competes, in direct or indirect competition a material manner, with the business of the CompaniesEmployer or its Affiliates; provided(2) contact, however, that nothing contained in this subsection (b) shall be deemed to prohibit ▇▇▇▇▇ from acquiring, solely as an investment, shares of capital stock of any corporation the shares of the same class of which corporation are traded on the national securities exchange solicit or in the over-the-counter market so long as he does not acquire direct or indirect ownership of one percent (1%) or more of any class of capital stock of said corporation; and c. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ will not seek directly or indirectly, or offer alternative employment or other inducement whatsoever, in order attempt to solicit the services business or patronage of any of Employer's (or an Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (or its Affiliates) during the term of Employee's employment with Employer; or (3) solicit, recruit, induce, encourage or in any way cause any employee of the Companies employed as of the date of termination of Employer (or an Affiliate) to terminate his employment with Employer (or this Agreement for any reason, or employed at any time during the twelve (12) months preceding such terminationAffiliate).

Non-Compete and Non-Solicitation. In consideration Employee acknowledges and agrees -------------------------------- that: (1) in order to perform his obligations and job duties for this AgreementEmployer, ▇▇▇▇▇ agrees that during Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the Term business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this Agreement without his promises and agreements contained in the following paragraph. Employee agrees that, during his employment with Employer, and for a period of twelve one (121) months following his termination of employment for any reasonyear thereafter, whether such termination is during the term of this Agreement or after the termination or expiration of this Agreement: ▇. ▇▇▇▇▇ will not approach clients, customers or contacts of the Companies or other persons or entities introduced to ▇▇▇▇▇ in his capacity as a representative of the Companies for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Companies and such persons and/or entities; b. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ Employee shall not assume employment with or provide servicesnot, directly or indirectly, either as a directoran employee, consultant or otherwise for any competitor of the Companies within any county in which any one of the Companies conducts businessemployer, or engageindependent contractor, whether as a consultant, agent, principal, partner, licensor stockholder, officer, director, or otherwise, in any other individual or representative capacity, either for his own benefit or the benefit of any other person or entity: (i) engage or participate in a business which is competes, and in direct a material manner, with Employer or indirect competition with the business any of the Companiesits Affiliates; provided(ii) contact, however, that nothing contained in this subsection (b) shall be deemed to prohibit ▇▇▇▇▇ from acquiring, solely as an investment, shares of capital stock of any corporation the shares of the same class of which corporation are traded on the national securities exchange solicit or in the over-the-counter market so long as he does not acquire direct or indirect ownership of one percent (1%) or more of any class of capital stock of said corporation; and c. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ will not seek directly or indirectly, or offer alternative employment or other inducement whatsoever, in order attempt to solicit the services business or patronage of any of Employer's (or Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer (or its Affiliates) during the term of Employee's employment with Employer; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer to terminate his/her employment with Employer. Notwithstanding the Companies employed as of foregoing, the date of restriction provided in (i) above shall apply following the termination of his employment or this Agreement only if Employee is entitled to receive the payments and benefits provided for any reason, in Section 6 or employed at any time during the twelve (12) months preceding such termination7 above.

Non-Compete and Non-Solicitation. In consideration for this Agreement, ▇▇▇▇▇ (a) Each of the Sellers agrees that during the Term of this Agreement and for a period of twelve seven (127) months following his years from the Closing Date (or 7 (seven) years from the termination of employment for the relevant Management Agreements, whichever occurs later), it shall not, directly or indirectly (i) provide consulting or other services to, serve as a director or other advisor to, maintain any reasonemployee relationship with, whether or make any loan, extend credit to, or have any ownership interest in, any Person that competes with the Business or operates a business similar to the Business within the territory of Brazil, (ii) solicit any Person not to conduct business with the Company, the Purchaser or their respective Affiliates or to conduct its business with any Person that operates a business similar to the Business within the territory of Brazil or otherwise interfere with such termination is during the term of this Agreement or after the termination or expiration of this Agreement:customer relationship. ▇. ▇▇▇▇▇ will not approach clients, customers or contacts (b) None of the Companies or other persons or entities introduced to ▇▇▇▇▇ in his capacity as a representative of the Companies for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Companies and such persons and/or entities; b. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ Sellers shall not assume employment with or provide services, directly or indirectly, as a director, consultant and the Sellers shall cause any of their respective Affiliates or otherwise for any competitor of the Companies within any county Persons in which any one of the Companies conducts businessthey have or may have an equity interest, or engage, whether as a principal, partner, licensor or otherwise, in any business which is in direct or indirect competition with the business of the Companies; provided, however, that nothing contained in this subsection (b) shall be deemed not to prohibit ▇▇▇▇▇ from acquiring, solely as an investment, shares of capital stock of any corporation the shares of the same class of which corporation are traded on the national securities exchange or in the over-the-counter market so long as he does not acquire direct or indirect ownership of one percent (1%) or more of any class of capital stock of said corporation; and c. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ will not seek directly or indirectly, or offer alternative employment or other inducement whatsoever, in order to solicit the services of any employee of the Companies employed as of the date of termination of his employment or this Agreement for any reason, or employed at any time during prior to the twelve 7th (12seventh) months preceding anniversary of the Closing Date, solicit (x) any Person who is offered employment by the Company or their respective Affiliates, not to accept such terminationoffer of employment or (y) any Person who is employed by the Company or their Affiliates, to leave the employment in the Company or their Affiliates and to work for, or to form a new entity with any Person. (c) Each of the Sellers hereby acknowledges and agrees that the provisions of this Section 9.02 are reasonable and necessary for the Company, the Sellers, the Purchaser and their respective Affiliates’ protection and that if any portion thereof shall be held contrary to Law or invalid or unenforceable in any respect in any jurisdiction, or as to one or more periods of time, areas of business activities, or any part thereof, the remaining provisions shall not be affected but shall remain in full force and effect and that any such invalid or unenforceable provision shall be deemed, without further action on the part of any Person, modified and limited to the extent necessary to render the same valid and enforceable in such jurisdiction. Each of the Parties further agrees that, in the event of a breach of or a default under this Section 9.02, the remedies foreseen in Article 10 would be insufficient and that the aggrieved Party shall be entitled to (i) specific performance to enjoin any breach, or the continuation of any breach, of the provisions of this Section 9.02 and (ii) a punitive penalty (multa punitiva não-compensatória) for each of the violating party and for each violation individually considered in the amount of R$500,000.00 (five hundred thousand Reais), being such penalty exclusively due by the defaulting Seller.

Non-Compete and Non-Solicitation. (a) In consideration for addition to, and not in limitation of, all of the other terms and provisions of this Agreement, ▇▇▇▇▇ the Employee agrees that during the Term of this Agreement and Employment, the Employee will comply with the provisions of Section 1 above. (b) Unless the Employee’s employment is terminated by the Company without Cause, for the later of (i) a period of twelve one (121) months year following his the last day of the Term of Employment or (ii) the period during which the Company continues to pay Base Salary to the Employee after termination of employment for any reasonunder Section 6(c)(iv), whether such termination is during the term Employee will not, either directly or indirectly, as principal, agent, owner, employee, director, partner, investor, shareholder (other than solely as a holder of this Agreement or after the termination or expiration of this Agreement: ▇. ▇▇▇▇▇ will not approach clients, customers or contacts more than 1% of the Companies issued and outstanding shares of any public corporation), consultant, advisor or other persons otherwise howsoever own, operate, carry on or entities introduced to ▇▇▇▇▇ engage in his capacity as a representative the operation of the Companies for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Companies and such persons and/or entities; b. Unless expressly consented to by Trinity have any financial interest in writing, ▇▇▇▇▇ shall not assume employment with or provide servicesprovide, directly or indirectly, as a director, consultant financial assistance to or otherwise for lend money to or guarantee the debts or obligations of any competitor of the Companies within any county in which any one of the Companies conducts business, Person carrying on or engage, whether as a principal, partner, licensor or otherwise, engaged in any business which that is in direct similar to or indirect competition competitive with the business conducted by the Company or any of its subsidiaries during or on the Companies; provideddate of termination of Employee’s employment. The business of manufacturing, however, that nothing contained in this subsection (b) selling and/or distributing railcars and railcar parts and other related products shall be and be deemed to prohibit ▇▇▇▇▇ from acquiringbe “competitive” with the business conducted by the Company for the purposes hereof. (c) The Employee covenants and agrees with the Company and its subsidiaries that, solely as an investment, shares during the Term of capital stock Employment and for the later of any corporation (i) one (1) year following the shares last day of the same class Term of Employment or (ii) the period during which corporation are traded on the national securities exchange or in Company continues to pay Base Salary to the over-the-counter market so long as he does Employee under Section 6(c)(iv) thereafter, the Employee shall not acquire direct or indirect ownership of one percent (1%) or more of any class of capital stock of said corporation; and c. Unless expressly consented to by Trinity in writingdirectly, ▇▇▇▇▇ will not seek directly or indirectly, for himself or offer alternative employment for any other Person: (i) solicit, interfere with or other inducement whatsoeverendeavor to entice away from the Company or any of its subsidiaries or affiliates, any customer, client or any Person in order the habit of dealing with any of the foregoing; (ii) attempt to direct or solicit any customer or client away from the services Company or any of its subsidiaries or affiliates; (iii) interfere with, entice away or otherwise attempt to obtain the withdrawal of any employee of the Companies employed as Company or any of its subsidiaries or affiliates; or (iv) advise any Person not to do business with the Company or any of its subsidiaries or affiliates. The Employee represents to and agrees with the Company that the enforcement of the date restrictions contained in Section 7 and Section 8 (the Non-Disclosure and Non-Compete and Non-Solicitation sections respectively) would not be unduly burdensome to the Employee and that such restrictions are reasonably necessary to protect the legitimate interests of termination the Company. The Employee agrees that the remedy of his employment damages for any breach by the Employee of the provisions of either of these sections may be inadequate and that the Company shall be entitled to injunctive relief, without posting any bond. This section constitutes an independent and separable covenant that shall be enforceable notwithstanding any right or remedy that the Company may have under any other provision of this Agreement for any reason, or employed at any time during the twelve (12) months preceding such terminationotherwise.

Non-Compete and Non-Solicitation. In consideration for this Agreement9.1 Commencing on the Closing Date and continuing until five (5) years from the Closing Date, ▇▇▇▇▇ Seller and each Principal hereby agrees that during the Term of this Agreement and for a period of twelve (12) months following his termination of employment for any reasonit, whether such termination is during the term of this Agreement he or after the termination or expiration of this Agreement: ▇. ▇▇▇▇▇ will not approach clients, customers or contacts of the Companies or other persons or entities introduced to ▇▇▇▇▇ in his capacity as a representative of the Companies for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Companies and such persons and/or entities; b. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ she shall not assume employment with permit any person or provide servicesentity, directly or indirectlyindirectly (alone or together with others) controlling, controlled by, affiliated with or related to Seller (including each Principal) to, directly or indirectly (including through ownership, management, operation or control of any other person or entity, or participation in the ownership, management, operation or control of any other person or entity, or by being connected with or having any interest in, as a directorstockholder, agent, consultant or partner, any other person or entity): (a) engage in the ownership, operation, control or management of radiation therapy and/or urology facilities or otherwise for engage in the provision of radiation therapy and/or urology services (whether as a sole practitioner, an employee, independent contractor or otherwise or as a separate business or in conjunction with each other or with any competitor of the Companies within any county in which any one of the Companies conducts business, practice or engagehospital) (a “Competing Business”) within the Florida counties of Sarasota and Manatee (the “Service Area”); (b) have any interest, whether as a principalowner, stockholder, member, partner, licensor director, officer, consultant or otherwise, in any business which is Competing Business in direct or indirect competition with the business of the CompaniesService Area; provided, however, that nothing contained the foregoing restriction shall not prevent Seller from owning stock in this subsection (b) shall be deemed to prohibit ▇▇▇▇▇ from acquiring, solely as an investment, shares of capital stock of any corporation the shares of the same class of which corporation are traded Competing Business listed on the a national securities exchange or traded in the over-the-counter market so long as he market; provided that such Seller does not acquire direct or indirect ownership own more than an aggregate of one percent (1%) or more of any class of capital the stock of said corporation; and c. Unless expressly consented such entity. Notwithstanding Section 9.1(a) and 9.1(b) above, Seller and its Principals shall be permitted to own and operate a medical practice that engages in the provision of urology services and related ancillary services (excluding radiation therapy services) provided that such professional services are performed solely by Trinity in writing, ▇▇▇▇▇▇ will ▇. ▇▇▇▇▇▇, M.D. and his non-physician` staff. 9.2 Seller and each Principal acknowledge that the restrictive covenants contained herein have unique value to Buyer, the breach of which cannot seek directly be adequately compensated in an action of law. Seller and each Principal further agree that, in the event of the breach of the restrictive covenants contained herein, Buyer shall be entitled to obtain appropriate equitable relief, including, without limitation, a permanent injunction or indirectlysimilar court order enjoining Seller and/or a Principal from violating any of such provisions, and that pending the hearing and the decision on the application for permanent equitable relief, Buyer shall be entitled to a temporary restraining order and a preliminary injunction. The prevailing party shall be entitled to reimbursement from the other party of its reasonable costs and expenses (including attorneys’ fees and disbursements) of, or offer alternative employment related to, such action or other inducement whatsoever, in order proceeding. No such remedy shall be construed to solicit be the services exclusive remedy of Buyer and any and all such remedies shall be held and construed to be cumulative and not exclusive of any employee rights or remedies, whether at law or in equity, otherwise available under the terms of the Companies employed this Agreement, at common law, or under federal, state or local statutes, rules and regulations. 9.3 The restrictions set forth in this Section 9 shall not apply to any physician that is a party to a Senior Urologist’s Employment Agreement, effective as of the date of termination of his employment or Closing Date (a “Senior Urologist”), by and between such Senior Urologist and the Buyer, where the restrictions contained in Section 8(A) and Section 8(B) in such Employment Agreement are not applicable pursuant to Section 8(F)(B) thereof in the event that such Employment Agreement is terminated by such Senior Urologist for cause in accordance with Section 16(D) thereof. Further, the restrictions set forth in Section 9.1 shall not apply to any physician that elects to “buy out” such physician’s restrictive covenants set forth in this Agreement for and the Employment Agreement as such restrictions relate to urology pursuant to the terms and conditions set forth in Section 8(G) of the Employment Agreement, including payment to Employer an amount equal to One Million Dollars ($1,000,000). Additionally, if a physician’s Employment Agreement is terminated pursuant to Section 16(C)(v) therein, the restrictions set forth in Section 9.1 shall not apply as such restrictions relate to urology. Other than as explicitly set forth in the preceding sentences, the parties hereto agree that the inapplicability or non-enforceability of any reasonof the provisions of Section 8(A) and/or Section 8(B) of such Employment Agreement shall not, or employed at in any time during manner, affect the twelve (12) months preceding such terminationapplicability and enforceability of any of the terms of this Section 9.

Non-Compete and Non-Solicitation. In consideration for this Agreement, ▇▇▇▇▇ 1.1 The Executive agrees that during he shall not, from the Term date of this Agreement and for a up till the last day of the period of twelve six months immediately following the effective date (12the “Cessation Date”) months following his termination of employment that he voluntarily resigns or is terminated (because he (i) is not acting for any reason, whether such termination is during the term of this Agreement or after the termination or expiration of this Agreement: ▇. ▇▇▇▇▇ will not approach clients, customers or contacts best interest of the Companies Company or other persons he conducts material violation of the Company’s article of association, as concluded by the Board of Commissioners in accordance with the Company’s article of association, (ii) is declared bankrupt or entities introduced placed under custody by virtue of a court ruling, or (iii) is punished due to ▇▇▇▇▇ in his capacity criminal or civil actions by virtue of a court ruling), as a representative member of the Companies for Board of Directors (the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Companies and such persons and/or entities; b. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ shall not assume employment with or provide services“Restricted Period”), directly or indirectly, : (a) engage in any business activity as a directordirect or indirect shareholder, consultant commissioner, director or otherwise for employee of a telecommunications operator, which is in competition with the Company’s business as a telecommunication network operator in Indonesia (the “Business”); (b) induce any competitor person which is a client or prospective client of the Companies within any county in which any one of the Companies conducts business, or engage, whether as a principal, partner, licensor or otherwise, in Business to patronize any business which is in direct or indirect competition with the business Business; (c) request or advise any person that is a customer of the Companies; providedCompany to withdraw, howevercurtail, that nothing contained in this subsection (b) shall be deemed to prohibit ▇▇▇▇▇ from acquiring, solely as an investment, shares of capital stock of or cancel any corporation such customer’s business within the shares scope of the same class of which corporation are traded on the national securities exchange or in the over-the-counter market so long as he does not acquire direct or indirect ownership of one percent (1%) or more of any class of capital stock of said corporationBusiness; and c. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ will not seek directly (d) solicit or indirectly, entice away from or offer alternative employment or other inducement whatsoever, in order endeavor to solicit or entice away from the services of Company, any person who is a Director or an employee of the Companies employed as Company to any party that acts in competition with the Business. 1.2 The Board of Commissioners of the date of termination of his employment or this Agreement for any reasonCompany may shorten, or employed at waive any time of the requirements applicable during any portion of, the twelve (12Restricted Period if it deems fit in the circumstances, which shall include without limitation the circumstances under which the Executive ceases to be a Director of the Company and the nature of the new or additional position or employment undertaken by the Executive. 1.3 The Executive who voluntarily resigns as a member of the Board of Directors due to new assignment from the Government of the Republic Indonesia shall not be obliged to comply with Article 1.1(a) months preceding above, provided that such terminationExecutive complies with the prevailing laws and regulations and the Company’s article of association.

Non-Compete and Non-Solicitation. In consideration Employee acknowledges and agrees that: (1) in order to perform her obligations and job duties for Employer, Employee will gain Training and access to Confidential Information regarding Employer and/or its Affiliates or customers; (2) use of such Confidential Information in competition with Employer and/or its Affiliates or customers would be detrimental to the business interests of Employer and/or its Affiliates or customers; and (3) Employee would not have been allowed to gain access to Confidential Information, or to provide the obligations and job duties contemplated under this AgreementAgreement without her promises and agreements contained in the following paragraph. Accordingly, ▇▇▇▇▇ Employee agrees that during the Term of this Agreement her employment with Employer, and for a period of twelve six (126) months following his termination of employment for any reasonthereafter with respect to the prohibitions described in (i) and (ii) below, whether such termination is during and one (1) year thereafter with respect to the term of this Agreement or after the termination or expiration of this Agreement: ▇. ▇▇▇▇▇ will not approach clientsprohibition described in (iii) below, customers or contacts of the Companies or other persons or entities introduced to ▇▇▇▇▇ in his capacity as a representative of the Companies for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Companies and such persons and/or entities; b. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ Employee shall not assume employment with or provide servicesnot, directly or indirectly, either as a directoran employee, consultant or otherwise for any competitor of the Companies within any county in which any one of the Companies conducts businessemployer, or engageindependent contractor, whether as a consultant, agent, principal, partner, licensor stockholder, officer, director, or otherwisein any other individual or representative capacity, either for her own benefit or the benefit of any other person or entity: (i) engage or participate in a business which competes, in a material manner, with Employer or any business which is in direct of its Affiliates; (ii) contact, solicit or indirect competition with the business of the Companies; provided, however, that nothing contained in this subsection (b) shall be deemed to prohibit ▇▇▇▇▇ from acquiring, solely as an investment, shares of capital stock of any corporation the shares of the same class of which corporation are traded on the national securities exchange or in the over-the-counter market so long as he does not acquire direct or indirect ownership of one percent (1%) or more of any class of capital stock of said corporation; and c. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ will not seek directly or indirectly, or offer alternative employment or other inducement whatsoever, in order attempt to solicit the services business or patronage of any of Employer's (or its Affiliate's) customers, or prospective customers, or any person, firm, corporation, company, partnership, association or entity which was contacted or whose business was solicited, serviced or maintained by Employer or an Affiliate during the term of Employee's employment with Employer or such Affiliate; or (iii) solicit, recruit, induce, encourage or in any way cause any employee of Employer or any Affiliate to terminate his/her employment with Employer or such Affiliate. Notwithstanding the Companies employed as of foregoing, the date of restriction provided in (i) above shall apply following the termination of his employment or this Agreement only if Employee is entitled to receive the payments provided for any reason, or employed at any time during the twelve (12) months preceding such terminationin Section 5 above.

Non-Compete and Non-Solicitation. In consideration for this Agreement(A) The Founders shall, ▇▇▇▇▇ agrees that during and shall procure the Term Company's Key Employees to (i) devote substantially the whole of this Agreement their time to the Group's business and for (ii) prior to Closing, enter into three-year service agreements (the "SERVICE AGREEMENTS") in a period of twelve (12) months following his termination of employment for any reasonform acceptable to the Company and Investors. Each Founder undertakes he shall not, whether such termination is during the term of this Agreement or after the termination or expiration of this Agreement: ▇. ▇▇▇▇▇ will not approach clients, customers or contacts of the Companies or other persons or entities introduced to ▇▇▇▇▇ in his capacity as a representative of the Companies for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Companies and such persons and/or entities; b. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ shall not assume employment with or provide servicespermit any of his Affiliates to, engage, directly or indirectly, as a director, consultant or otherwise for any competitor of the Companies within any county in which any one of the Companies conducts business, or engage, whether as a principal, partner, licensor or otherwise, in any business which is in direct or indirect competition that competes with the business Group or, without the prior written consent of the Companies; providedInvestors, however, that nothing contained in this subsection (b) shall be deemed to prohibit ▇▇▇▇▇ from acquiring, solely as an investment, shares of capital stock of any corporation the shares of the same class of which corporation are traded on the national securities exchange or in the over-the-counter market so long as he does not acquire direct or indirect ownership of one percent (1%) or more of any class of capital stock of said corporation; and c. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ will not seek directly or indirectly, own an interest in, manage, operate, join, control, lend money or offer alternative employment render financial or other inducement whatsoeverassistance to or participate in or be connected with, as an officer, employee, partner, shareholder, consultant or otherwise, any Person that competes with the Group, provided that this Clause shall not prohibit the ownership of shares in order to solicit the services of any employee a publicly traded company which does not exceed 5% of the Companies employed entire issued share capital of such publicly traded company, so long as such shareholder is not a member of the date board of termination directors of his employment such publicly traded company. (B) Each Founder undertakes, and procures any Affiliate of such Founder to undertake, with the Investors that, during the Non-Compete Period, such Founder and its Affiliates will not in any way, directly or this Agreement indirectly, for the purpose of conducting or engaging in any reasonbusiness that competes with the Group, (i) call upon, solicit, advise or otherwise do, or employed at attempt to do, business with any time customers of the Group with whom the Company had any dealings during the twelve Non-Compete Period, (12ii) months preceding take away or interfere or attempt to interfere with any custom, trade, business or patronage of the Group, (iii) interfere with or attempt to interfere with any officers, employees, representatives or agents of the Company or (iv) induce or attempt to induce any such terminationofficer, employee, representative or agent to leave the employ of the Company or violate the terms of their contracts, or any employment arrangements, with the Company.

Non-Compete and Non-Solicitation. In consideration 6.1. The Employee acknowledges that he will, in the course of his association with the Company, obtain access to Confidential Information and to have dealings with the customers and suppliers of the Company, including but not limited to G AA. The Employee acknowledges the breadth of the covenants under this Clause and acknowledges that he has various other skill sets which, if deployed by him after he ceases to be an Employee of the Company would be sufficient to be gainfully employed without having to compete with the Company. The Employee undertakes that he shall not, during the Non-Compete Period anywhere in the world, directly or indirectly, in any capacity, whether through partnership or as a shareholder, unit holder, joint venture partner, collaborator, consultant, employee, advisor, principal contractor, sub-contractor, independent contractor, director, trustee, committee member, office bearer or agent or in any other manner whatsoever, whether for this Agreement, profit or otherwise: ▇▇▇▇▇ agrees that during on or participate (whether as a partner, shareholder, principal, agent, director, employee or consultant) in any business and/or activity which is the Term same as or substantially similar to the Business other than through the Company, provided that, the Employee shall be entitled to be engaged as a shareholder, director and employee of this Agreement P subject to fulfilment of the following conditions: (A) Within 1 (One) year from the Closing Date, the Employee 1 and for a period his Relatives shall cease to be engaged in any managerial, supervisory or administrative capacity with P, including but not limited to ceasing to hold the post of twelve chief executive officer of P, except with the prior written consent of the Investor; (12B) months following Within 2 (Two) years from the Effective Date, Employee and his termination of employment for any reasonRelatives shall, individually and collectively, whether such termination is during the term of this Agreement or after the termination or expiration of this Agreement: ▇. ▇▇▇▇▇ will not approach clients, customers or contacts of the Companies or other persons or entities introduced to ▇▇▇▇▇ in his capacity as a representative of the Companies for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Companies and such persons and/or entities; b. Unless expressly consented to by Trinity in writing, ▇▇▇▇▇ shall not assume employment with or provide services, directly or indirectly, as a director, consultant or otherwise for any competitor of the Companies within any county in which any one of the Companies conducts business, or engage, whether as a principal, partner, licensor or otherwise, in any business which is in direct or indirect competition with the business of the Companies; provided, however, that nothing contained in this subsection cease to hold 25% (b) shall be deemed to prohibit ▇▇▇▇▇ from acquiring, solely as an investment, shares of capital stock of any corporation the shares of the same class of which corporation are traded on the national securities exchange or in the over-the-counter market so long as he does not acquire direct or indirect ownership of one percent (1%Twenty Five) or more of the paid-up share capital of P on a Fully Diluted Basis, except with the prior written consent of the Investor; (C) In the event the Company and P have entered into any class commercial arrangement to provide any products or services to any Person, all intellectual property rights subsisting in relation to such products or services shall stand vested in, and/or automatically assigned in favour of the Company and the Company shall be the sole and exclusive owner of any such intellectual property rights; (D) Employee shall ensure that he devotes 90% (Ninety) of this time to the Business and operations of the Company; (E) Until such time that the Employee and any of his Relatives, either individually or collectively, are either engaged by P in any managerial, supervisory or administrative capacity or hold 25% (Twenty Five) or more of the paid-up share capital stock of said corporation; and c. Unless expressly consented P on a Fully Diluted Basis, the Employee shall ensure that P does not engage in any business pertaining to by Trinity the India Stack. Provided however that, subject to the prior written consent from the Investor, P may undertake software development in writingrelation to India Stack for the clients of P and such software development undertaken shall not be competing with the Business of the Company. It being clarified that the responsibility to ensure and cause compliance with the provisions of this clause shall lie with the Employee. set up, ▇▇▇▇▇ will not seek promote, finance, solicit business on behalf of, render any services to, engage in, guarantee any obligations of, extend credit to, or have any ownership interests or other affiliation in, or execute any agreement or enter into any arrangement with any Person relating to, any business or other endeavour, (whether directly or indirectly), which is engaged in the business of a similar nature as the Business or offer alternative employment competitive with the Company or other inducement whatsoeverG AA, in order provided that, Employee shall be entitled to solicit the services of any be engaged as a shareholder, director and employee of P subject to the Companies employed as satisfaction of the date conditions set out in Clause 6.1(i) above; provide any know-how or technical assistance to any Person in relation to the Business or any business similar or identical with the Business or that which impacts the Business or the business of termination of his employment or this Agreement for any reason, or employed at any time during the twelve (12) months preceding such termination.G AA;