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

Non-Compete and Non-Solicitation. (i) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, either directly or indirectly, alone or with others, engage in, own, manage, operate, finance, control, or provide services to, any Person that sells, distributes or otherwise provides, for use any of the Professional Products; provided, that nothing in this Section 5.6(a) shall preclude PHMD or any of its Affiliates from owning, solely as an investment, up to 5% of any Person engaged in any such business. (ii) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of Merger Sub, directly or indirectly solicit the employment or services of, or retain, any Continuing Employee; provided, that the restrictions contained in this Section 5.6(ii) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (iii) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of Merger Sub, knowingly cause or attempt to cause any customer of the Company Business to reduce or terminate its business relationship with the Surviving Corporation. (iv) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, directly or indirectly solicit the employment or services of, or retain any Business Employee of any member of the Radiancy Group as of the Closing; provided, that the restrictions contained in this Section 5.6(iv) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (v) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (vi) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(i), (ii), (iii), (iv) or (v) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (vii) In the event of any breach or attempted breach of any provision contained in Section 5.6(i), (ii), (iii), (iv) or (v), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper. (viii) In the event and to the extent that any material Contracts applicable to the Company Business and the Company Business Assets are terminable by the other party thereto as a result of the Merger contemplated hereby, all as listed on Section 3.15 of the Photomedex Technology Disclosure Schedule (the “Applicable Provisions”), PHMD agrees that, for the shorter of the period ending on (i) the date that is four (4) years after the Closing Date, or (ii) the date that the restrictions set forth each of the agreements would otherwise expire in accordance with their terms, PHMD shall, and shall cause its Affiliates to, seek to avoid enforcement, including by way of seeking equitable remedies and/or damages, the restrictions set forth in the Applicable Provisions for the benefit of DSKX and each member of the Radiancy Group. In such connection, DSKX or the Surviving Corporation shall reimburse PHMD for any such costs and expenses incurred in connection with compliance with the provisions of this Section 5.6(viii).

Non-Compete and Non-Solicitation. (ia) PHMD agrees The Sellers agree that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates no Seller shall, either directly or indirectly, alone or with others, engage in, own, manage, operate, finance, control, or provide services to, any Person that sells, distributes or otherwise provides, for use any of the Professional Consumer Products; provided, that nothing in this Section 5.6(a) shall preclude PHMD or any of its Affiliates Seller from owning, solely as an investment, up to 5% of any Person engaged in any such business. The Sellers shall take commercially reasonable efforts to promptly enforce any agreements that the Sellers have with their officers, directors, employees, consultants and advisors relating to non-competition of such persons with the Business. (iib) PHMD agrees The Sellers agree that for a period of five (5) years after the Closing Date neither it no Seller shall nor shall any of its directors Seller’s officers or Affiliates shalldirectors, without the prior written consent of Merger SubPurchaser, directly or indirectly solicit the employment or services of, or retain, any Continuing Employee; provided, that the restrictions contained in this Section 5.6(ii5.6(b) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (iiic) PHMD agrees The Sellers agree that for a period of five (5) years after the Closing Date no Seller shall, without the prior written consent of Purchaser, knowingly cause or attempt to cause any customer of the Business to reduce or terminate its business relationship with Purchaser. (d) Purchaser and Parent agree that for a period of five (5) years after the Closing Date neither it Purchaser nor Parent nor shall any of its Affiliates shall, without the prior written consent of Merger Sub, knowingly cause their respective officers or attempt to cause any customer of the Company Business to reduce or terminate its business relationship with the Surviving Corporation. (iv) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shalldirectors, without the prior written consent of the DSKX Designees on the DSKX board of directorsSellers, directly or indirectly solicit the employment or services of, or retain any Business Employee employee of any member of the Radiancy Group Seller (other than any Business Employee) as of the Closing; provided, that the restrictions contained in this Section 5.6(iv5.6(d) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (ve) PHMD agrees The Purchaser and the Parent agree that for a period of five four (54) years after the Closing Date neither it the Purchaser nor any of its Affiliates the Parent shall, without the prior written consent of the DSKX Designees on the DSKX board of directorsSellers, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (vif) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(i5.6(a), (iib), (iiic), (ivd) or (ve) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (viig) In the event of any breach or attempted breach of any provision contained in Section 5.6(i5.6(a), (iib), (iiic), (ivd) or (ve), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper. (viii) In the event and to the extent that any material Contracts applicable to the Company Business and the Company Business Assets are terminable by the other party thereto as a result of the Merger contemplated hereby, all as listed on Section 3.15 of the Photomedex Technology Disclosure Schedule (the “Applicable Provisions”), PHMD agrees that, for the shorter of the period ending on (i) the date that is four (4) years after the Closing Date, or (ii) the date that the restrictions set forth each of the agreements would otherwise expire in accordance with their terms, PHMD shall, and shall cause its Affiliates to, seek to avoid enforcement, including by way of seeking equitable remedies and/or damages, the restrictions set forth in the Applicable Provisions for the benefit of DSKX and each member of the Radiancy Group. In such connection, DSKX or the Surviving Corporation shall reimburse PHMD for any such costs and expenses incurred in connection with compliance with the provisions of this Section 5.6(viii).

Non-Compete and Non-Solicitation. (ia) PHMD agrees that for For a period of five thirty-six (536) years after months commencing on the Closing Date neither it nor (the “Restricted Period”), Seller shall not, and shall not permit any of its Affiliates shallSubsidiaries to, either directly or indirectly, alone (i) engage in an aluminum rolling business that services the food and beverage packaging market as conducted by Seller, the Company and the Rolling Mill Affiliates as of the Closing Date (the “Restricted Business”) in the Restricted Territory; or with others, engage in, own, manage, operate, finance, control, or provide services to, (ii) have an interest in any Person that sellsengages directly or indirectly in the Restricted Business in the Restricted Territory in any capacity. Notwithstanding any other provision in this Agreement to the contrary, distributes in the event of a Fundamental Transaction with respect to Seller, this Section 5.26(a) shall automatically terminate and have no further force or otherwise provideseffect upon the consummation of any Fundamental Transaction (b) Notwithstanding the foregoing Section 5.26(a), for use any of the Professional Products; provided, Parties agree that nothing in this Section 5.6(a) herein shall preclude PHMD prohibit Seller or any of its Affiliates from owningfrom: (i) engaging in the business of casting aluminum products, solely as an investment, up to 5% of any Person engaged in any such business.including rolling slab; (ii) PHMD agrees that for a period acquiring or investing in or combining with (regardless of five (5the form of transaction) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of Merger Sub, directly or indirectly solicit the employment or services ofPerson, or retainthe assets thereof, if less than ten percent (10%) of the gross revenues, assets and income of such Person or assets (based on such Person’s latest annual audited consolidated financial statements) are generated directly from the Restricted Business; or (iii) acquiring or investing in or combining with (regardless of the form of transaction) any Continuing EmployeePerson, or the assets thereof, if ten percent (10%) or more than ten percent (10%), but not more than twenty-five percent (25%) of the gross revenues, assets and income of such Person or assets (based on such Person’s latest annual audited consolidated financial statements) are generated directly from the Restricted Business; provided, that within nine (9) months of such acquisition, Seller or its applicable Affiliate enters into a definitive agreement to divest itself of all or substantially all of the restrictions contained assets or operations so acquired that are engaged the Restricted Business (such assets or operations, the “Restricted Business Assets”) (and uses commercially reasonable efforts to consummate such transaction within such nine (9) month period); provided, however, that Seller agrees to provide Buyer, on its own behalf and on behalf of its Affiliates, with a right of first offer to purchase the Restricted Business Assets (“Right of First Offer”) in accordance with the Right of First Offer Procedure. For the purposes of this Section 5.6(ii) 5.26(b)(iii), “Right of First Offer Procedure” shall not apply to solicitations through job fairs or general solicitations or advertisements not directed mean that, if, at any particular individual. time during the Restricted Period, Seller or any Affiliate of Seller acquires any Restricted Business Assets, Seller shall deliver written notice to Buyer (iii“Offer Notice”) PHMD agrees that of Seller or an Affiliate of Seller’s acquisition of such Restricted Business Assets and obligation to first offer such Restricted Business Assets for sale to Buyer. Buyer, on its own behalf or on behalf of an Affiliate, shall have a period of five thirty (530) years days after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of Merger Sub, knowingly cause or attempt to cause any customer delivery of the Company Business to reduce or terminate its business relationship with the Surviving Corporation. (iv) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, directly or indirectly solicit the employment or services of, or retain any Business Employee of any member of the Radiancy Group as of the Closing; provided, that the restrictions contained in this Section 5.6(iv) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (v) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (vi) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(i), (ii), (iii), (iv) or (v) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time Offer Notice within which the judgment may be appealed. (vii) In the event of any breach or attempted breach of any provision contained in Section 5.6(i), (ii), (iii), (iv) or (v), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper. (viii) In the event and to the extent that any material Contracts applicable to the Company Business and the Company Business Assets are terminable advise Seller by the other party thereto as a result of the Merger contemplated hereby, all as listed on Section 3.15 of the Photomedex Technology Disclosure Schedule written notice (the “Applicable ProvisionsAcceptance Notice”), PHMD agrees that, for ) that Buyer desires to purchase such Restricted Business Assets at a purchase price (the shorter of the period ending on (i“Offer Price”) the date that is four (4) years after the Closing Date, or (ii) the date that the restrictions set forth each of the agreements would otherwise expire in accordance with their terms, PHMD shall, and shall cause its Affiliates to, seek to avoid enforcement, including by way of seeking equitable remedies and/or damages, the restrictions set forth in the Applicable Provisions for Acceptance Notice. If Buyer delivers the benefit Acceptance Notice within such thirty (30) day period and Seller dose not reject such Acceptance Notice within fifteen (15) days of DSKX its delivery, the parties shall attempt in good faith to agree upon the terms and each member conditions upon which Seller shall sell and Buyer or an Affiliate of Buyer shall purchase the Radiancy GroupRestricted Business Assets, which shall include final agreement on the Offer Price or such other purchase price as the parties may agree, and to memorialize such agreement in a stock or asset purchase agreement mutually agreeable to the parties (“Right of First Offer Contract”). In such connectionIf Seller has rejected the Acceptance Notice of Seller and Buyer are unable to agree upon and execute a Right of First Offer Contract within sixty (60) days after delivery of an Acceptance Notice that has not been rejected by Seller, DSKX Buyer’s rights under the Right of First Offer shall terminate, and Seller may offer to sell the Restricted Business Assets to one or more third parties free of Buyer’s rights under the Surviving Corporation shall reimburse PHMD for any such costs and expenses incurred Right of First Offer at a price that is higher than the price offered by Buyer in connection with compliance with the provisions of this Section 5.6(viii).Acceptance Notice;

Non-Compete and Non-Solicitation. (i) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, either directly or indirectly, alone or with others, engage in, own, manage, operate, finance, control, or provide services to, any Person that sells, distributes or otherwise provides, for use any of the Professional Consumer Products; provided, that nothing in this Section 5.6(a) shall preclude PHMD or any of its Affiliates from owning, solely as an investment, up to 5% of any Person engaged in any such business. (ii) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of Merger Sub, directly or indirectly solicit the employment or services of, or retain, any Continuing Employee; provided, that the restrictions contained in this Section 5.6(ii5.6(b) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (iii) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of Merger Sub, knowingly cause or attempt to cause any customer of the Company Business to reduce or terminate its business relationship with the Surviving CorporationCorporation and/or the Foreign Subsidiaries. (iv) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, directly or indirectly solicit the employment or services of, or retain any Business Employee of any member of the Radiancy Group as of the Closing; provided, that the restrictions contained in this Section 5.6(iv) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (v) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (vi) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(i), (ii), (iii), (iv) or (v) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (vii) In the event of any breach or attempted breach of any provision contained in Section 5.6(i), (ii), (iii), (iv) or (v), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper. (viii) In the event and to the extent that any material Radiancy Business Contracts applicable to the Company Business and the Company Business Assets are terminable by the other party thereto as a result of the Merger contemplated hereby, all as listed on Section 3.15 of the Photomedex Technology Radiancy Disclosure Schedule (the “Applicable Provisions”), PHMD agrees that, for the shorter of the period ending on (i) the date that is four (4) years after the Closing Date, or (ii) the date that the restrictions set forth each of the agreements would otherwise expire in accordance with their terms, PHMD shall, and shall cause its Affiliates to, seek to avoid enforcement, including by way of seeking equitable remedies and/or damages, the restrictions set forth in the Applicable Provisions for the benefit of DSKX and each member of the Radiancy Group. In such connection, DSKX or the Surviving Corporation shall reimburse PHMD for any such costs and expenses incurred in connection with compliance with the provisions of this Section 5.6(viii).

Non-Compete and Non-Solicitation. (ia) PHMD Seller recognizes that Buyer is purchasing the Designated Assets in reliance on Seller ceasing the operation of its Clinical Lab Services Business. Therefore, Seller agrees that it will not perform any of the clinical lab testing that Seller performed prior to Closing, for hospitals, reference labs or physicians, for a three (3) year period after Closing (it being understood that Seller shall be permitted to continue to perform such tests for such non-hospital, non-physician or non-reference lab customers as part of its Biopharma and Discovery businesses as currently conducted, including for purposes of clinical trials). Notwithstanding the foregoing, this Section 7.03(a) and the restrictions set forth herein shall be deemed null, void and of no further force or effect for all purposes in the event of a change of control in, acquisition by an unaffiliated third party of more than fifty percent (50%) of the outstanding common stock of, direct or indirect acquisition of all or substantially all the assets of, or a merger or other substantially similar acquisition of, Seller (a “Change of Control”); provided, however, for the avoidance of doubt, the sale of Seller’s Biopharma business to Interpace Diagnostics Group, Inc. or an affiliate thereof shall not be deemed a Change of Control. (b) Seller agrees that it, and its subsidiaries or affiliates of which Seller has control or majority ownership, shall not, directly or indirectly, solicit, seek business from, or contact for any purpose, other than its Biopharma or Discovery businesses as currently conducted, any CGI Customer, for a period of five three (53) years after Closing (it being acknowledged and agreed that the Closing Date neither restriction set forth in this Section 7.03(b) shall continue to apply in the event of a Change of Control). Seller agrees that, in the event of a Change of Control, it nor shall obtain from the applicable third party acquirer or similar controlling -19 (c) Seller agrees to fully enforce any restrictive covenant or non-solicitation provision that it has with any of its Affiliates shallemployees or contractors regarding the Clinical Lab Services Business, either directly and that Buyer may enforce such restrictive covenant or indirectly, alone or with others, engage in, own, manage, operate, finance, control, or provide services to, any Person that sells, distributes or otherwise provides, for use any of the Professional Products; provided, that nothing in this Section 5.6(a) shall preclude PHMD or any of its Affiliates from owning, solely as an investment, up to 5% of any Person engaged in any such businessnon-solicitation provision if not fully enforced by Seller. (iid) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of Merger Sub, directly or indirectly solicit the employment or services of, or retain, any Continuing Employee; provided, that the restrictions contained in this Section 5.6(ii) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (iii) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of Merger Sub, knowingly cause or attempt to cause any customer Seller may retain copies of the Company CGI Customers List and any Clinical Lab Services Business to reduce or terminate its business relationship with the Surviving Corporation. Materials (ivcollectively, “Retained Copies”) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, directly or indirectly solicit the employment or services of, or retain any Business Employee of any member of the Radiancy Group as of the Closing; provided, that the restrictions contained in this Section 5.6(iv) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (v) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (vi) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(i), (ii), (iii), (iv) or (v) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (vii) In the event of any breach or attempted breach of any provision contained in Section 5.6(i), (ii), (iii), (iv) or (v), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject solely to the other limitations hereinextent, to such other and further legal and equitable relief and damages as may be proper. (viii) In the event and to the extent that any material Contracts applicable to the Company Business and the Company Business Assets are terminable by the other party thereto as a result of the Merger contemplated herebyfor only so long as, all as listed on Section 3.15 of the Photomedex Technology Disclosure Schedule (the “Applicable Provisions”), PHMD agrees that, for the shorter of the period ending on (i) necessary to provide Buyer with the date that is four (4) years after the Closing Date, transition support required or contemplated by this Agreement or (ii) the date that the restrictions set forth each of the agreements would otherwise expire in accordance required to comply with their termsapplicable law, PHMD shalland, and shall cause its Affiliates to, seek at such time as any Retained Copies are not necessary or required to avoid enforcement, including by way of seeking equitable remedies and/or damages, the restrictions set forth in the Applicable Provisions for the benefit of DSKX and each member of the Radiancy Group. In such connection, DSKX or the Surviving Corporation shall reimburse PHMD for any such costs and expenses incurred be maintained in connection with compliance the foregoing, Seller shall promptly and permanently delete and destroy any such Retained Copies from its records (physical, electronic or otherwise). Notwithstanding the foregoing, following the Closing, Seller shall at no time use any Retained Copies in violation of any of the restrictive covenants or non-solicitation provisions contained in Section 7.03(a) or Section 7.03(b); provided, however, that the obligation in this Section 7.03(d) shall survive indefinitely notwithstanding the last sentence of Section 7.03(a). (e) Following the Closing, Seller shall at no time use its present name in connection with the Clinical Lab Services Business or in violation of any of the restrictive covenants or non- solicitation provisions of contained in Section 7.03(a) or Section 7.03(b); provided, however, that the obligation in this Section 5.6(viii7.03(e) shall survive indefinitely notwithstanding the last sentence of Section 7.03(a). (f) Notwithstanding anything contrary in this Agreement, Seller agrees that, following the Closing, Seller will no longer use the name “Cancer Genetics, Inc.,” “Cancer Genetics,” “CGI” or any derivative or similar name (the “CGI Name”) in connection with the Clinical Lab Services Business, and, as referenced above in Section 7.03(d), CGI will not retain the CGI Customer List or any Clinical Lab Services Business Materials except as allowed under Section 7.03(d) or as required under this Agreement for Seller to fulfill its post-Closing obligations to Buyer. To the extent that Seller has any right or access to the CGI Customer List or any Clinical Lab Services Business protocols or policies, Seller agrees not to utilize such after Closing in connection with the Clinical Lab Services Business except to comply with its obligations to Buyer under this Agreement, and Seller agrees that, in the event of a Change of Control, it shall obtain from the applicable third party acquirer or similar controlling entity in connection with such Change of Control, a binding agreement (enforceable by Buyer) that contains an affirmative obligation of such Purchaser to comply with the covenants in this Section 7.03(f).

Non-Compete and Non-Solicitation. (ia) PHMD agrees Executive acknowledges that for a period during the course of five (5) years after his employment with the Closing Date neither it nor any Company and its Subsidiaries he shall become familiar with Parent’s and the Company’s trade secrets and with other Confidential Information concerning the Parent, the Company and their Subsidiaries and that Executive’s services shall be of special, unique and extraordinary value to Parent, the Company and its Affiliates shallSubsidiaries. Therefore, either directly or indirectly, alone or with others, engage in, own, manage, operate, finance, control, or provide services to, any Person that sells, distributes or otherwise provides, for use any in consideration of the Professional Products; provided, that nothing in this Section 5.6(a) shall preclude PHMD or any of its Affiliates from owning, solely as an investment, up to 5% of any Person engaged in any such business. (ii) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of Merger Sub, directly or indirectly solicit the employment or services of, or retain, any Continuing Employee; provided, that the restrictions contained in this Section 5.6(ii) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (iii) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of Merger Sub, knowingly cause or attempt to cause any customer consummation of the Company Business to reduce or terminate its business relationship with transactions contemplated by the Surviving Corporation. (iv) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, directly or indirectly solicit the employment or services of, or retain any Business Employee of any member of the Radiancy Group as of the Closing; provided, that the restrictions contained in this Section 5.6(iv) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (v) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (vi) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(i), (ii), (iii), (iv) or (v) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (vii) In the event of any breach or attempted breach of any provision contained in Section 5.6(i), (ii), (iii), (iv) or (v)Merger Agreement, the aggrieved Party shall be entitled Company’s agreement to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper. (viii) In the event and to the extent that any material Contracts applicable to the Company Business employ Executive and the Company Business Assets are terminable by the other party thereto as a result of compensation to be paid to Executive hereunder and under the Merger contemplated herebyAgreement, all as listed on Section 3.15 of the Photomedex Technology Disclosure Schedule (the “Applicable Provisions”), PHMD Executive agrees that, for until the shorter later of the period ending on (i) the date that is four (4) five years after the Closing Date, or date hereof and (ii) the date that is two (2) years after the restrictions set forth each date of termination of the agreements would otherwise expire Employment Period (the “Noncompete Period”), Executive shall not, anywhere in accordance North America, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business competing with their termsthe businesses of Parent or any of its Subsidiaries, PHMD shallas such businesses exist or are in process during the Employment Period or on the date of the termination or expiration of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 4.9% of the outstanding stock of any class of a corporation which is publicly traded, and shall cause its Affiliates to, seek to avoid enforcement, including by way of seeking equitable remedies and/or damages, the restrictions set forth so long as Executive has no active participation in the Applicable Provisions for business of such corporation. (b) During the benefit Noncompete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of DSKX Parent or any of its Subsidiaries to leave the employ of Parent or such Subsidiary, or in any way interfere with the relationship between Parent or any of its Subsidiaries and each member any employee thereof, (ii) hire any person who was an employee of Parent or any of its Subsidiaries at any time during the Radiancy Group. In Employment Period or (iii) induce or attempt to induce any customer, referral source, supplier, licensee, licensor, franchisee or other business relation of Parent or any of its Subsidiaries to cease doing business with Parent or such connectionSubsidiary, DSKX or in any way interfere with the Surviving Corporation shall reimburse PHMD for relationship between any such costs customer, supplier, licensee or business relation and expenses incurred in connection with compliance with the provisions Parent or any of this Section 5.6(viii)its Subsidiaries.

Non-Compete and Non-Solicitation. (a) Executive acknowledges and agrees that (i) PHMD agrees that for a period the business of five the Company and its Subsidiaries is conducted in North America (5collectively, the “Territory”), (ii) years after the Closing Date neither it nor any Company’s and its Subsidiaries’ reputation and goodwill are an integral part of its Affiliates shallbusiness success throughout the Territory, either directly or indirectly, alone or (iii) Executive is familiar with others, engage in, own, manage, operate, finance, control, or provide services to, any Person that sells, distributes or otherwise provides, for use any certain of the Professional Products; providedCompany’s and its Subsidiaries’ trade secrets and with other Confidential Information (as defined herein) concerning the Company and its affiliates, that nothing in this Section 5.6(a(iv) shall preclude PHMD Executive’s services are of special, unique and extraordinary value to the Company and its Subsidiaries, and (v) if Executive were to deprive the Company or any of its Affiliates from owning, solely as an investment, up to 5% Subsidiaries of any Person engaged of such goodwill or in any manner utilizes such business. (ii) PHMD agrees that for a period of five (5) years after reputation and goodwill in competition with the Closing Date neither it nor Company or any of its directors Subsidiaries, the Company will be deprived of the benefits it has bargained for in this Agreement. Accordingly, in order to protect such trade secrets, Confidential Information and goodwill as well as the value of the Company and its Subsidiaries, and as a condition to the Company’s willingness to enter into this Agreement, Executive agrees that, so long as Executive is employed by the Company or Affiliates shallany of its Subsidiaries and continuing for the period beginning on the date of Executive’s Separation and ending upon the first anniversary of such Separation (the “Non-compete Period”), without Executive shall not, anywherein the prior written consent of Merger SubTerritory, directly or indirectly solicit the employment own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or services ofadministrative capacity by, or retainin any manner engage in any business that reasonably purports to compete with the material lines of businesses of the Company or any of its Subsidiaries, as such businesses (i) currently exist or are currently in the active process of development and (ii) exist or are in the active process of development during Executive’s employment with the Company or any Continuing Employeeof its Subsidiaries; providedprovided that, that nothing herein shall prohibit Executive from being a passive owner of not more than 1% of the restrictions contained outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no participation in this Section 5.6(ii) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individualthe business of such corporation. (iiib) PHMD agrees that for a period During the Non-compete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of five (5) years after the Closing Date neither it nor Company or any of its Affiliates shallSubsidiaries to leave the employ of the Company or any of its Subsidiaries, without or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries within one year prior written consent of Merger Sub, knowingly cause to the time such employee was hired by Executive (directly or indirectly through another person or entity) or (iii) induce or attempt to cause induce any customer customer, referral source, supplier, licensee, licensor, franchisee or other business relation of the Company Business or any of its Subsidiaries to reduce or terminate its cease doing business relationship with the Surviving CorporationCompany or any of its Subsidiaries, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its Subsidiaries. (ivc) PHMD agrees that for a period If any portion of five (5) years after the Closing Date neither it nor any non-compete or non-solicitation agreements within this Agreement are found to be unenforceable under California law, such provision shall be severed and the remainder of its directors or Affiliates this Agreement which shall remain in full force and effect. This provision shall, without in no way, be deemed to render the prior written consent of the DSKX Designees on the DSKX board of directors, directly or indirectly solicit the employment or services of, or retain any Business Employee of any member of the Radiancy Group as of the Closing; provided, that the restrictions contained in this Section 5.6(iv) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (v) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (vi) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(i), (ii), (iii), (iv) or (v) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (vii) In the event of any breach or attempted breach of any provision contained in Section 5.6(i), (ii), (iii), (iv) or (v), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper. (viii) In the event and to the extent that any material Contracts applicable to the Company Business and the Company Business Assets are terminable by the other party thereto as a result of the Merger contemplated hereby, all as listed on Section 3.15 of the Photomedex Technology Disclosure Schedule (the “Applicable Provisions”), PHMD agrees that, for the shorter of the period ending on (i) the date that is four (4) years after the Closing Date, or (ii) the date that the restrictions set forth each of the agreements would otherwise expire in accordance with their terms, PHMD shall, and shall cause its Affiliates to, seek to avoid enforcement, including by way of seeking equitable remedies and/or damages, the restrictions set forth in the Applicable Provisions for the benefit of DSKX and each member of the Radiancy Group. In such connection, DSKX or the Surviving Corporation shall reimburse PHMD for any such costs and expenses incurred in connection with compliance with the provisions remainder of this Section 5.6(viii)Agreement unenforceable or otherwise invalid.

Non-Compete and Non-Solicitation. ​ (a) Executive acknowledges and agrees that (i) PHMD agrees that for a period the business of five the Company and its Subsidiaries is conducted in North America (5collectively, the “Territory”), (ii) years after the Closing Date neither it nor any Company’s and its Subsidiaries’ reputation and goodwill are an integral part of its Affiliates shallbusiness success throughout the Territory, either directly or indirectly, alone or (iii) Executive is familiar with others, engage in, own, manage, operate, finance, control, or provide services to, any Person that sells, distributes or otherwise provides, for use any certain of the Professional Products; providedCompany’s and its Subsidiaries’ trade secrets and with other Confidential Information (as defined herein) concerning the Company and its affiliates, that nothing in this Section 5.6(a(iv) shall preclude PHMD Executive’s services are of special, unique and extraordinary value to the Company and its Subsidiaries, and (v) if Executive were to deprive the Company or any of its Affiliates from owning, solely as an investment, up to 5% Subsidiaries of any Person engaged of such goodwill or in any manner ​ utilizes such business. (ii) PHMD agrees that for a period of five (5) years after reputation and goodwill in competition with the Closing Date neither it nor Company or any of its directors Subsidiaries, the Company will be deprived of the benefits it has bargained for in this Agreement. Accordingly, in order to protect such trade secrets, Confidential Information and goodwill as well as the value of the Company and its Subsidiaries, and as a condition to the Company’s willingness to enter into this Agreement, Executive agrees that, so long as Executive is employed by the Company or Affiliates shallany of its Subsidiaries and, without solely to the prior written consent extent that Executive is receiving the severance payments under Section 4(b)(i) of Merger Subthis Agreement, continuing for the period beginning on the date of Executive’s Separation and ending upon the last day in which Executive receives the severance payments under Section 4(b)(i)(z)(1) (the “Non-Compete Period”), Executive shall not, anywhere in the Territory, directly or indirectly solicit the employment own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or services ofadministrative capacity by, or retainin any manner engage in any business that reasonably purports to compete with the material lines of businesses of the Company or any of its Subsidiaries, as such businesses (x) currently exist or are currently in the active process of development and (y) exist or are in the active process of development during Executive’s employment with the Company or any Continuing Employeeof its Subsidiaries; provided that, nothing herein shall prohibit Executive from being a passive owner of not more than 1% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no participation in the business of such corporation. (b) During the Non-Compete Period, Executive shall not directly or indirectly through another person or entity induce or attempt to induce any customer, referral source, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its Subsidiaries to cease doing business with the Company or any of its Subsidiaries, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its Subsidiaries. Executive agrees that, so long as Executive is employed by the Company or any of its Subsidiaries and continuing for the period beginning on the date of Executive’s Separation and ending upon the date that is twelve (12) months following the date of Executive’s Separation, Executive shall not (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof or (ii) hire any person who was an employee of the Company or any of its Subsidiaries within one year prior to the time such employee was hired by Executive (directly or indirectly through another person or entity) provided, that the restrictions contained in this Section 5.6(ii) foregoing shall not apply restrict the hiring of any person pursuant to solicitations through job fairs or a general solicitations or advertisements solicitation that is not directed at specifically to any particular individualsuch employee. (iiic) PHMD agrees that for If any portion of the non-compete or non-solicitation agreements within this Agreement are found by a period court to be unenforceable under applicable law, such provision shall be severed and the remainder of five (5) years after the Closing Date neither it nor any of its Affiliates this Agreement shall remain in full force and effect. This provision shall, without in no way, be deemed to render the prior written consent of Merger Sub, knowingly cause or attempt to cause any customer of the Company Business to reduce or terminate its business relationship with the Surviving Corporation. (iv) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, directly or indirectly solicit the employment or services of, or retain any Business Employee of any member of the Radiancy Group as of the Closing; provided, that the restrictions contained in this Section 5.6(iv) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (v) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (vi) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(i), (ii), (iii), (iv) or (v) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (vii) In the event of any breach or attempted breach of any provision contained in Section 5.6(i), (ii), (iii), (iv) or (v), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper. (viii) In the event and to the extent that any material Contracts applicable to the Company Business and the Company Business Assets are terminable by the other party thereto as a result of the Merger contemplated hereby, all as listed on Section 3.15 of the Photomedex Technology Disclosure Schedule (the “Applicable Provisions”), PHMD agrees that, for the shorter of the period ending on (i) the date that is four (4) years after the Closing Date, or (ii) the date that the restrictions set forth each of the agreements would otherwise expire in accordance with their terms, PHMD shall, and shall cause its Affiliates to, seek to avoid enforcement, including by way of seeking equitable remedies and/or damages, the restrictions set forth in the Applicable Provisions for the benefit of DSKX and each member of the Radiancy Group. In such connection, DSKX or the Surviving Corporation shall reimburse PHMD for any such costs and expenses incurred in connection with compliance with the provisions remainder of this Section 5.6(viii).Agreement unenforceable or otherwise invalid. ​

Non-Compete and Non-Solicitation. (a) In consideration of the payments and benefits received pursuant to this Agreement, you agree that from the date hereof through two years following the later of (i) PHMD agrees that for the end of the Consulting Period and (ii) the conclusion of your service as a period member of five the Board of Directors (5) years after the Closing Date neither it nor any of its Affiliates shall“Restricted Period”), either you shall not directly or indirectly, alone or with others, engage in, indirectly own, manage, operate, finance, control, participate in, consult with, be employed by, render services for, or provide services toin any manner engage in, any Person that sells, distributes business competing directly or otherwise provides, for use any indirectly with the business as now or hereafter conducted by the Company or the businesses which are logical extensions of the Professional ProductsCompany’s current business, within any metropolitan area in which the Company engages or has definitive plans to engage in such business during the Consulting Period or the period in which you are a director of TSI Holdings; provided, that nothing you shall not be precluded from purchasing or holding publicly traded securities of any such entity so long as you hold less than 2% of the outstanding units of any such class of securities and have no active participation in this Section 5.6(a) the business of such entity. Notwithstanding the foregoing, you hereby agree that you shall preclude PHMD not directly or indirectly own, manage, control, participate in, consult with, be employed by, render services for any competitor in the United States that had revenues during the preceding year of at least $30 million or any of its Affiliates from owningthe following entities: Crunch, solely as an investment24 Hour, up to 5% of any Person engaged in any such business. Equinox, NY Health and Racquet Club, LA Fitness, Sports & Health, Lifetime or Bally’s (ii) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of Merger Sub, directly or indirectly solicit the employment or services of, or retain, any Continuing Employee; provided, that the restrictions contained in this Section 5.6(ii) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (iii) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of Merger Sub, knowingly cause or attempt to cause any customer of the Company Business to reduce or terminate its business relationship with the Surviving Corporation. (iv) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, directly or indirectly solicit the employment or services of, or retain any Business Employee of any member of the Radiancy Group as of the Closing; provided, that the restrictions contained in this Section 5.6(iv) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (v) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (visuccessors) If a final judgment for three years following the later of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(i), (ii), (iii), (iv) or (v) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (vii) In the event of any breach or attempted breach of any provision contained in Section 5.6(i), (ii), (iii), (iv) or (v), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper. (viii) In the event and to the extent that any material Contracts applicable to the Company Business and the Company Business Assets are terminable by the other party thereto as a result of the Merger contemplated hereby, all as listed on Section 3.15 of the Photomedex Technology Disclosure Schedule (the “Applicable Provisions”), PHMD agrees that, for the shorter of the period ending on (i) the date end of the Consulting Period and (ii) the conclusion of your service as a member of the Board of Directors. (b) In consideration of the payments and benefits received pursuant to this Agreement, you agree that is four through the Restricted Period, you shall not: (4i) years after induce or attempt to induce any employee or consultant of the Closing DateCompany to leave the employ or services of the Company, or in any way interfere with the relationship between the Company and any employee or consultant thereof; or (ii) hire any person who was an employee of the Company at any time during your employment period for a position which would compete with the business of the Company in the Company’s markets as of the date that the restrictions set forth each hereof, except for such employees who have been terminated for at least six months. (c) In consideration of the agreements would otherwise expire payments and benefits received pursuant to this Agreement, you agree that through the Restricted Period, you shall not, directly or indirectly: (i) solicit or attempt to enter into a contractual relationship with any customer, supplier, vendor, licensee, franchisee or other business relation of the Company, which relationship will have an adverse impact on the Company in accordance a market in which the Company does business during the Consulting Period or the period in which you serve as a director, without prior approval from the Company; or (ii) induce or attempt to induce any customer, supplier, vendor, licensee, franchisor or other business relation of the Company to cease doing business with their termsthe Company, PHMD shallor in any way interfere with the relationship between any such customer, supplier, vendor, licensee, franchisor or business relation, on the one hand, and shall cause its Affiliates tothe Company, seek to avoid enforcement, including by way of seeking equitable remedies and/or damages, on the restrictions set forth in the Applicable Provisions for the benefit of DSKX and each member of the Radiancy Group. In such connection, DSKX or the Surviving Corporation shall reimburse PHMD for any such costs and expenses incurred in connection with compliance with the provisions of this Section 5.6(viii)other hand.

Non-Compete and Non-Solicitation. (i) PHMD agrees that i. During the term of this Agreement and for a period of five two (5years) years after commencing on the Closing Date neither it nor date the Termination Notice is issued, Orbis shall not knowingly (A) encourage, facilitate, negotiate with or solicit any Authorized Subscriber or any prospective Authorized Subscribers or Correspondents that Orbis declines or rejects under Section 3(c) or otherwise for business or services that would result in a reduction or decrease in services such Authorized Subscriber is receiving from Client and (B) knowingly encourage, facilitate, negotiate with or solicit any Authorized Subscriber or any prospective Authorized Subscriber or Correspondent that Orbis declines or rejects under Section 3(c) or otherwise utilization of its Affiliates shallOrbis Product, either directly or indirectly, alone or with others, engage in, own, manage, operate, finance, controlOrbis Content, or provide services toOrbis Software in any way with any custodian except Client without Client’s prior written consent, any Person provided, however, that sellsin the case of this clause (B) (i) Client has included these conditions naming Orbis in writing in the Subscription Agreement agreed to with Correspondent, distributes (ii) the Correspondent was utilizing (or otherwise providesunder a written agreement to start utilizing) the Orbis Product under a Subscription Agreement prior to termination of this Agreement, for use any (iii) the Client provides Orbis in writing the names of the Professional Products; providedAuthorized Subscribers that are subject to this provision. ii. Section 13(b)(i)(B) does not apply to: (a) any VTH Companies’ client, (b) any Correspondent using the Orbis Product as of termination of this Agreement to access or service accounts or conduct activity away from the Client (a “Non-Exclusive Correspondent”) as such Non-Exclusive Correspondent is required to have a direct agreement with Orbis, or (c) to a Correspondent first introduced to the Client by any VTH Companies that nothing has a direct agreement with Orbis. iii. Notwithstanding the foregoing, in the case of Section 13(b)(i)(B), Orbis may continue to provide any Authorized Subscriber that had already maintained a clearing or custody relationship with a third-party outside of Client with the Orbis Product at such third-party with whom the Authorized Subscriber had maintained such relationship consistent with past practice and level of services. iv. At no time during this Section 5.6(a) Agreement shall preclude PHMD either Party or any of its Affiliates from owningaffiliate or subsidiaries solicit, solely as an investmentencourage, up or engage any Correspondent or any current or prospective client already engaging with the other Party to 5% of any Person engaged remove or reduce such firm’s business with Client or the VTH Companies in any such business. (ii) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of Merger Submanner, directly or indirectly solicit the employment or services of, or retain, any Continuing Employee; provided, that the restrictions contained in this Section 5.6(ii) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individualindirectly. (iii) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of Merger Sub, knowingly cause or attempt to cause any customer of the Company Business to reduce or terminate its business relationship with the Surviving Corporation. (iv) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, directly or indirectly solicit the employment or services of, or retain any Business Employee of any member of the Radiancy Group as of the Closing; provided, that the restrictions contained in this Section 5.6(iv) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (v) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (vi) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(i), (ii), (iii), (iv) or (v) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (vii) In the event of any breach or attempted breach of any provision contained in Section 5.6(i), (ii), (iii), (iv) or (v), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper. (viii) In the event and to the extent that any material Contracts applicable to the Company Business and the Company Business Assets are terminable by the other party thereto as a result of the Merger contemplated hereby, all as listed on Section 3.15 of the Photomedex Technology Disclosure Schedule (the “Applicable Provisions”), PHMD agrees that, for the shorter of the period ending on (i) the date that is four (4) years after the Closing Date, or (ii) the date that the restrictions set forth each of the agreements would otherwise expire in accordance with their terms, PHMD shall, and shall cause its Affiliates to, seek to avoid enforcement, including by way of seeking equitable remedies and/or damages, the restrictions set forth in the Applicable Provisions for the benefit of DSKX and each member of the Radiancy Group. In such connection, DSKX or the Surviving Corporation shall reimburse PHMD for any such costs and expenses incurred in connection with compliance with the provisions of this Section 5.6(viii).

Non-Compete and Non-Solicitation. (i) PHMD agrees that 9.1 VENDOR or VENDOR group companies including holding company, subsidiaries and sister companies or any CONSULTANT of VENDOR shall not directly or indirectly arrange for services with the IT-Alliances’s CLIENT to whom the services have been provided by VENDOR’s CONSULTANT under the agreement, during the duration of the project and for a period of five one year following the completion date of the project as mentioned in the specific exhibit for that project without prior written consent of IT-Alliances. VENDOR will also ensure by means of written contract with the EMPLOYEE mentioned in the EXHIBIT - A that (5) years after the Closing Date neither it nor any of its Affiliates shall, either s)he will not directly or indirectly, alone or indirectly arrange for services with others, engage in, own, manage, operate, finance, control, or provide services to, any Person that sells, distributes or otherwise provides, for use any of the Professional Products; provided, that nothing in this Section 5.6(a) shall preclude PHMD or any of its Affiliates from owning, solely as an investment, up to 5% of any Person engaged in any such business. (ii) PHMD agrees that IT-Alliances’s CLIENT for a period of five (5) years after one year following the Closing Date neither completion or termination date of the project as mentioned in the specific EXHIBIT- A. The provisions of this Article shall survive termination or expiration of this Agreement or any Assignment Order hereunder. IT-Alliances or its CLIENT shall have the right to take such action it nor any of deems necessary to protect its directors or Affiliates shallrights hereunder, including, without the prior written consent of Merger Sublimitation, directly injunctive relief and any other remedies as may be available at law or indirectly solicit the employment or services of, or retain, any Continuing Employee; provided, that the restrictions contained in this Section 5.6(ii) shall equity. This provision does not apply to: (i) any assigned CLIENT with whom VENDOR has a clearly documented relationship prior to solicitations any introduction through job fairs IT-Alliances or general solicitations or advertisements not directed at (ii) any particular individualbusiness units within an assigned CLIENT with whom VENDOR has had prior contact independent of any introduction through IT-Alliances. (iii) PHMD agrees that 9.2 During the duration of the project mentioned in the purchase order and for a period of five one (51) years after the Closing Date neither it nor year thereafter, Neither Party may directly solicit any of its Affiliates shall, without the prior written consent of Merger Sub, knowingly cause or attempt to cause any customer consultant/employee of the Company Business to reduce or terminate its business relationship with the Surviving Corporation. (iv) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, counterparty without the prior written consent of the DSKX Designees on non-soliciting Party. However, IT- Alliances reserves the DSKX board of directors, directly or indirectly solicit right to terminate the employment or services of, or retain any Business Employee of any member of given Purchase Order in case the Radiancy Group as of the Closing; provided, that the restrictions contained in this Section 5.6(iv) shall EMPLOYEE is not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (v) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (vi) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(i), (ii), (iii), (iv) or (v) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (vii) In the event of any breach or attempted breach of any provision contained in Section 5.6(i), (ii), (iii), (iv) or (v), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper. (viii) In the event and to the extent that any material Contracts applicable to the Company Business and the Company Business Assets are terminable paid his salary by the other party thereto as a result of the Merger contemplated hereby, all as listed on Section 3.15 of the Photomedex Technology Disclosure Schedule (the “Applicable Provisions”), PHMD agrees that, for the shorter of the period ending on (i) the date that is four (4) years after the Closing Date, or (ii) the date that the restrictions set forth each of the agreements would otherwise expire in accordance with their terms, PHMD shall, and shall cause its Affiliates to, seek to avoid enforcement, including by way of seeking equitable remedies and/or damages, the restrictions set forth in the Applicable Provisions for the benefit of DSKX and each member of the Radiancy Group. In such connection, DSKX or the Surviving Corporation shall reimburse PHMD for any such costs and expenses incurred in connection with compliance with the provisions of this Section 5.6(viii)VENDOR.

Non-Compete and Non-Solicitation. (i) PHMD agrees that During Executive's employment with Employer and for a period of five two (52) years after thereafter, whatever the Closing Date neither it nor any reason for Employee's termination or separation of its Affiliates shallemployment from Employer, and unless Executive receives Employer's advance written waiver, Executive shall not, either directly or indirectly, alone either on his own behalf or with otherson behalf of another business, engage inin or assist others in the following activities: (i) Soliciting, ownhiring, manage, operate, finance, controlrecruiting, or provide services toattempting to recruit, for any business competing with Employer or its affiliates, any Person that sellsperson employed or contracted with by Employer, distributes or otherwise provides, for use any employed or contracted with by Employer during the twelve (12) months immediately prior to Executive's termination or separation of the Professional Products; provided, that nothing in this Section 5.6(a) shall preclude PHMD or any of its Affiliates employment from owning, solely as an investment, up to 5% of any Person engaged in any such business.Employer; (ii) PHMD agrees that Soliciting or accepting, for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of Merger Sub, directly or indirectly solicit the employment or services of, or retainbusiness which competes with Employer, any Continuing Employee; providedbusiness from any Employer Client(s), that for which services were provided or actively solicited by Employer during the restrictions contained in twelve (12) months immediately prior to Executive's termination or separation of employment from Employer, and which services or solicitation were or was conducted by or through Employer office(s) over which he had either direct or indirect managerial authority. For purposes of this Section 5.6(iiprovision, "Employer Client(s)" are defined as those persons, businesses, governmental agencies and nonprofit organizations either currently doing business with Employer at the time of the separation or termination of Executive's employment from Employer or to which Employer provided or actively solicited services during the twelve (12) shall not apply months immediately prior to solicitations through job fairs the separation or general solicitations or advertisements not directed at any particular individual.termination of Executive's employment from Employer; (iii) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor Entering into, engaging in, being employed by, being connected to, consulting or rendering services for, any of its Affiliates shall, without the prior written consent of Merger Sub, knowingly cause or attempt to cause any customer of the Company Business to reduce or terminate its business relationship with the Surviving Corporation. (iv) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, directly or indirectly solicit the employment or services ofwhich competes with, or retain any Business Employee is similar to, Employer's business, or business known to Executive as planned to be conducted by Employer at the time of any member of the Radiancy Group as of the ClosingExecutive's termination or separation from employment with Employer; provided, however, that nothing herein shall prohibit the restrictions contained Executive from engaging in the private practice of law. The non-compete restriction in this Section 5.6(iv) subsection shall not apply throughout the United States; provided, however, if Employee is assigned a particular smaller geographic territory capable of measurement, and Employee works in that territory for at least 180 consecutive days prior to solicitations through job fairs Employee's termination or general solicitations or advertisements not directed at any particular individual. (v) PHMD agrees that for a period separation of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (vi) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(i), (ii), (iii), (iv) or (v) is invalid or unenforceableemployment from Idea Integration, then the Parties agree that geographic restriction in this subsection shall apply to the court or tribunal will have the power to reduce the scope, duration or geographic area lesser of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (vii) In the event of any breach or attempted breach of any provision contained in Section 5.6(i), (ii), (iii), (iv) or (v), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper. (viii) In the event and to the extent that any material Contracts applicable to the Company Business and the Company Business Assets are terminable by the other party thereto as a result of the Merger contemplated hereby, all as listed on Section 3.15 of the Photomedex Technology Disclosure Schedule (the “Applicable Provisions”), PHMD agrees that, for the shorter of the period ending on (i) the date that is four (4) years after the Closing Date, or (ii) the date that the restrictions set forth each of the agreements would otherwise expire in accordance with their terms, PHMD shall, and shall cause its Affiliates to, seek to avoid enforcement, including by way of seeking equitable remedies and/or damages, the restrictions set forth in the Applicable Provisions for the benefit of DSKX and each member of the Radiancy Group. In such connection, DSKX United States or the Surviving Corporation shall reimburse PHMD last precise territory in which Employee worked for any such costs and expenses incurred in connection with compliance with the provisions of this Section 5.6(viii)at least 180 consecutive days.

Non-Compete and Non-Solicitation. (a) Executive acknowledges and agrees that (i) PHMD agrees that for a period the business of five the Company and its Subsidiaries is conducted in North America (5collectively, the “Territory”), (ii) years after the Closing Date neither it nor any Company’s and its Subsidiaries’ reputation and goodwill are an integral part of its Affiliates shallbusiness success throughout the Territory, either directly or indirectly, alone or (iii) Executive is familiar with others, engage in, own, manage, operate, finance, control, or provide services to, any Person that sells, distributes or otherwise provides, for use any certain of the Professional Products; providedCompany’s and its Subsidiaries’ trade secrets and with other Confidential Information (as defined herein) concerning the Company and its affiliates, that nothing in this Section 5.6(a(iv) shall preclude PHMD Executive’s services are of special, unique and extraordinary value to the Company and its Subsidiaries, and (v) if Executive were to deprive the Company or any of its Affiliates from owning, solely as an investment, up to 5% Subsidiaries of any Person engaged of such goodwill or in any manner utilizes such business. (ii) PHMD agrees that for a period of five (5) years after reputation and goodwill in competition with the Closing Date neither it nor Company or any of its directors Subsidiaries, the Company will be deprived of the benefits it has bargained for in this Agreement. Accordingly, in order to protect such trade secrets, Confidential Information and goodwill as well as the value of the Company and its Subsidiaries, and as a condition to the Company’s willingness to enter into this Agreement, Executive agrees that, so long as Executive is employed by the Company or Affiliates shallany of its Subsidiaries and, without solely to the prior written consent extent that Executive is receiving the severance payments under Section 4(b)(i) of Merger Subthis Agreement, continuing for the period beginning on the date of Executive’s Separation and ending upon the last day in which Executive receives the severance payments under Section 4(b)(i)(x)(1) (the “Non-Compete Period”), Executive shall not, anywhere in the Territory, directly or indirectly solicit the employment own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or services ofadministrative capacity by, or retainin any manner engage in any business that reasonably purports to compete with the material lines of businesses of the Company or any of its Subsidiaries, as such businesses (x) currently exist or are currently in the active process of development and (y) exist or are in the active process of development during Executive’s employment with the Company or any Continuing Employeeof its Subsidiaries; providedprovided that, that nothing herein shall prohibit Executive from being a passive owner of not more than 1% of the restrictions contained outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no participation in this Section 5.6(ii) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individualthe business of such corporation. (iiib) PHMD agrees that for a period During the Non-Compete Period, Executive shall not directly or indirectly through another person or entity induce or attempt to induce any customer, referral source, supplier, licensee, licensor, franchisee or other business relation of five (5) years after the Closing Date neither it nor Company or any of its Affiliates shall, without the prior written consent of Merger Sub, knowingly cause or attempt Subsidiaries to cause any customer of cease doing business with the Company Business to reduce or terminate its business relationship with the Surviving Corporation. (iv) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, directly or indirectly solicit the employment or services ofSubsidiaries, or retain in any Business Employee of way interfere with the relationship between any member of such customer, supplier, licensee or business relation and the Radiancy Group as of the Closing; provided, that the restrictions contained in this Section 5.6(iv) shall not apply to solicitations through job fairs Company or general solicitations or advertisements not directed at any particular individual. (v) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shallSubsidiaries. Executive agrees that, without so long as Executive is employed by the prior written consent of the DSKX Designees on the DSKX board of directors, knowingly cause or attempt to cause any customer of any Seller Company or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (vi) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(i), (ii), (iii), (iv) or (v) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid Subsidiaries and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (vii) In the event of any breach or attempted breach of any provision contained in Section 5.6(i), (ii), (iii), (iv) or (v), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper. (viii) In the event and to the extent that any material Contracts applicable to the Company Business and the Company Business Assets are terminable by the other party thereto as a result of the Merger contemplated hereby, all as listed on Section 3.15 of the Photomedex Technology Disclosure Schedule (the “Applicable Provisions”), PHMD agrees that, continuing for the shorter period beginning on the date of the period Executive’s Separation and ending on (i) upon the date that is four twelve (412) years after months following the Closing Datedate of Executive’s Separation, Executive shall not (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof or (ii) the date that the restrictions set forth each hire any person who was an employee of the Company or any of its Subsidiaries within one year prior to the time such employee was hired by Executive (directly or indirectly through another person or entity). (c) If any portion of the non-compete or non-solicitation agreements would otherwise expire within this Agreement are found by a court to be unenforceable under California law, such provision shall be severed and the remainder of this Agreement shall remain in accordance with their terms, PHMD full force and effect. This provision shall, and shall cause its Affiliates toin no way, seek be deemed to avoid enforcement, including by way of seeking equitable remedies and/or damages, render the restrictions set forth in the Applicable Provisions for the benefit of DSKX and each member of the Radiancy Group. In such connection, DSKX or the Surviving Corporation shall reimburse PHMD for any such costs and expenses incurred in connection with compliance with the provisions remainder of this Section 5.6(viii)Agreement unenforceable or otherwise invalid.

Non-Compete and Non-Solicitation. (ia) PHMD agrees that To the greatest extent not prohibited by the applicable Laws, Camtek covenant and agree that, for a period of five (5) years 48 months after the Closing Date neither it nor any Closing, none of its Affiliates shallCamtek, either directly or indirectly, alone or with others, engage in, own, manage, operate, finance, control, or provide services to, any Person that sells, distributes or otherwise provides, for use any of the Professional Products; provided, that nothing in this Section 5.6(a) shall preclude PHMD or any of its Affiliates from owning(excluding Priortech Ltd., solely as an investmentPCB Technologies Ltd. and their Subsidiaries) will directly or indirectly own, up to 5% manage, control, invest in or participate in the ownership, management or control of any Person engaged PCB Business (including bare IC substrate inspection and metrology business) in any such businessthe Territory. (iib) PHMD agrees that To the greatest extent not prohibited by the applicable Laws, Buyers covenant and agree that, for a period of five (5) years 48 months after the Closing Date neither it nor Closing, none of Buyers, CTL and CIT, any of its directors Subsidiary (including any portfolio company) thereof, or Affiliates shallthe entity to which the PCB Business Assets would be transferred to, without the prior written consent of Merger Subor any Affiliate thereof, will directly or indirectly solicit own, manage, control, invest in or participate in the employment ownership, management or services ofcontrol of any (i) Semiconductor Business; and/or (ii) solder mask inkjet printing business for the PCB industry, or retain, any Continuing Employee; provided, that in the restrictions contained in this Section 5.6(ii) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individualTerritory. (iiic) PHMD Camtek covenants and agrees that that, except for the Transaction and arrangement contemplated hereunder, for a period of five (5) years 48 months after the Closing Date neither Closing, it nor any of its Affiliates shall, without the prior written consent of Merger Sub, knowingly cause or attempt to cause any customer of the Company Business to reduce or terminate its business relationship with the Surviving Corporation. (iv) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, directly or indirectly solicit the employment or services of, or retain any Business Employee of any member of the Radiancy Group as of the Closing; provided, that the restrictions contained in this Section 5.6(iv) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (v) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (vi) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(i), (ii), (iii), (iv) or (v) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (vii) In the event of any breach or attempted breach of any provision contained in Section 5.6(i), (ii), (iii), (iv) or (v), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper. (viii) In the event and to the extent that any material Contracts applicable to the Company Business and the Company Business Assets are terminable by the other party thereto as a result of the Merger contemplated hereby, all as listed on Section 3.15 of the Photomedex Technology Disclosure Schedule (the “Applicable Provisions”), PHMD agrees that, for the shorter of the period ending on (i) the date that is four (4) years after the Closing Date, or (ii) the date that the restrictions set forth each of the agreements would otherwise expire in accordance with their terms, PHMD shallnot, and shall cause its Affiliates (excluding Priortech Ltd., PCB Technologies Ltd. and their Subsidiaries) not to, seek directly or indirectly, (i) employ or attempt to avoid enforcementemploy or solicit for employment any member of Key Management Personnel or (ii) entice, including by way of seeking equitable remedies and/or damages, the restrictions set forth in the Applicable Provisions for the benefit of DSKX and each induce or attempt to influence any member of the Radiancy Group. In such connection, DSKX CIT’s management team to terminate his or her employment with CIT or the Surviving Corporation entities incorporated or designated by CIT. (d) Buyers covenants and agrees that, except for the Transaction and arrangement contemplated hereunder, for a period of 48 months after the Closing, it will not, and shall reimburse PHMD cause its Affiliates not to, directly or indirectly, (i) employ or attempt to employ or solicit for employment any such costs and expenses incurred in connection member of Camtek’s key management team or (ii) entice, induce or attempt to influence any member of Camtek’s management team to terminate his or her employment with compliance with Camtek or the provisions of this Section 5.6(viii)entities established or controlled by Camtek.

Non-Compete and Non-Solicitation. (i) PHMD agrees During the term of Executive’s employment with the Company or any Affiliate of the Company and for one (1) year thereafter, Executive shall not either directly or indirectly, and will not permit any Covered Entity which is Controlled by Executive to either directly or Indirectly, participate in, assist, aid or advise in any way, any competitive business or enterprise that for a period competes with the Business in the Territory. For purposes of five this Agreement, the Company shall be deemed to be conducting the Business in the Territory if the applicable collection account debtors are located in the Territory or if the applicable franchisees or other customers (5or such franchisee’s or customer’s respective collection account debtors) years after are located in the Closing Date neither it nor Territory, regardless of whether the collection activities or services are performed from locations outside of the Territory. (ii) During the term of Executive’s employment with the Company or any Affiliate of its Affiliates shallthe Company and one (1) year thereafter, Executive will not, either directly or indirectly and will not permit any Covered Entity which is Controlled by Executive to, either directly or indirectly, alone (a) (1) attempt in any manner to solicit the business of any franchisee of the Company or with others, engage in, own, manage, operate, finance, controlAffiliates of the Company, or provide services to(2) solicit the business of any financial institution or other creditors with which the Company or its Affiliates has had a relationship; or (b) hire, solicit take away, or attempt to hire, solicit or take away (either on such Executive’s behalf or on behalf of any Person that sells, distributes other person or otherwise provides, for use entity) any person (1) who is then an employee of the Professional Products; provided, that nothing in this Section 5.6(a) shall preclude PHMD Company or any Affiliate of its Affiliates from owning, solely as the Company or an investment, up to 5% employee or a franchisee of the Company; or (2) who has terminated his or her employment with the Company or any Person engaged in any such business. Affiliate of the Company within the previous ninety (ii90) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of Merger Sub, directly or indirectly solicit the employment or services of, or retain, any Continuing Employee; provided, that the restrictions contained in this Section 5.6(ii) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individualdays. (iii) PHMD Executive agrees that for a period the payment of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of Merger Sub, knowingly cause Without Cause Severance Pay or attempt to cause any customer of Good Reason Severance Pay is conditioned on Executive’s compliance with this Section 4.8 and that the Company Business will have the right to reduce or terminate its business relationship with the Surviving Corporationwithhold payment if Executive is in breach of this Section 4,8. (iv) PHMD agrees that for Notwithstanding the provisions of Sections 4.8(i) and (ii) above, (a) Executive’s ownership of less than a period of five percent (5%) years after ownership interest in another competing business entity (where such ownership does not constitute Control and where Executive does not act as a director, officer, consultant or otherwise provide services to such entity), (b) Executive’s service on the Closing Date neither it nor board of directors of any charitable, non-profit or educational institution without compensation (other than reimbursement of out-of-pocket expenses) or any entity that is not in direct competition with the Business, (c) managing Executive’s persona’ investments and affairs and the personal investment and affair of any of its directors his family members, (d) acquiring any interest in any entity, whether or Affiliates shallnot part of a Control group, without the prior written consent of the DSKX Designees on the DSKX board of directors, that is directly or indirectly solicit the employment owned or services ofControlled, in whole or in part, by Executive and/or one or more members of his family, or retain a partnership, trust or other entity held by or for the benefit of Executive and/or one or more members of his family, (e) performing services for any Business Employee entity, whether or not part of any member of the Radiancy Group as of the Closing; provideda Control group, that is directly or indirectly owned or Controlled, in whole or In part, by Executive and/or one or more members of his family, or a partnership, trust, or other entity held by or for the restrictions contained in this Section 5.6(iv) benefit of Executive and/or one or more members of his family, shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (vbe considered a violation of Sections 4.8(i) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (vi) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(i), and (ii), (iiiprovided, however, that any such services or ownership addressed in this Section 4.8(iv) shall not detract front Executive’s performance of his duties to the Cowpony during the term of his employment with the Company or, except in the case of Section 4.8(iv)(a), (iv) or (v) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (vii) In the event of any breach or attempted breach of any provision contained in Section 5.6(i), (ii), (iii), (iv) or (v), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper. (viii) In the event and to the extent that any material Contracts applicable to the Company Business and the Company Business Assets are terminable by the other party thereto as a result of the Merger contemplated hereby, all as listed on Section 3.15 of the Photomedex Technology Disclosure Schedule (the “Applicable Provisions”), PHMD agrees that, for the shorter of the period ending on (i) the date that is four (4) years after the Closing Date, or (ii) the date that the restrictions set forth each of the agreements would otherwise expire in accordance with their terms, PHMD shall, and shall cause its Affiliates to, seek to avoid enforcement, including by way of seeking equitable remedies and/or damages, the restrictions set forth in the Applicable Provisions for the benefit of DSKX and each member of the Radiancy Group. In such connection, DSKX or the Surviving Corporation shall reimburse PHMD for any such costs and expenses incurred in connection with compliance direct competition with the provisions of this Section 5.6(viii)Business.

Non-Compete and Non-Solicitation. (ia) PHMD agrees that Subject to Section 6.09(b) below, for a period of five three (5) years after the Closing Date neither it nor any of its Affiliates shall, either directly or indirectly, alone or with others, engage in, own, manage, operate, finance, control, or provide services to, any Person that sells, distributes or otherwise provides, for use any of the Professional Products; provided, that nothing in this Section 5.6(a) shall preclude PHMD or any of its Affiliates from owning, solely as an investment, up to 5% of any Person engaged in any such business. (ii) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of Merger Sub, directly or indirectly solicit the employment or services of, or retain, any Continuing Employee; provided, that the restrictions contained in this Section 5.6(ii) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (iii) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of Merger Sub, knowingly cause or attempt to cause any customer of the Company Business to reduce or terminate its business relationship with the Surviving Corporation. (iv) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, directly or indirectly solicit the employment or services of, or retain any Business Employee of any member of the Radiancy Group as of the Closing; provided, that the restrictions contained in this Section 5.6(iv) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (v) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (vi) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(i), (ii), (iii), (iv) or (v) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (vii) In the event of any breach or attempted breach of any provision contained in Section 5.6(i), (ii), (iii), (iv) or (v), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper. (viii) In the event and to the extent that any material Contracts applicable to the Company Business and the Company Business Assets are terminable by the other party thereto as a result of the Merger contemplated hereby, all as listed on Section 3.15 of the Photomedex Technology Disclosure Schedule (the “Applicable Provisions”), PHMD agrees that, for the shorter of the period ending on (i) the date that is four (43) years after the Closing Date, or (ii) the date that the restrictions set forth each of the agreements would otherwise expire in accordance with their terms, PHMD shallParent shall not, and shall cause its Affiliates not to, seek directly or indirectly, engage in Prohibited Activities in the Territory. (b) Notwithstanding anything to avoid enforcementthe contrary in this Section 6.09: (i) Parent and its Affiliates may acquire and hold, including in the aggregate, five percent (5%) or less of the debt (which is understood not to include trade payables) or equity of any Person, without being deemed to engage in any of such Person’s businesses solely by way reason of seeking equitable remedies and/or damagessuch ownership, provided that neither Parent nor any of its Affiliates nor any of their respective officers, directors or employees acts as an officer, director, employee or consultant of such person; and (ii) Parent and its Affiliates may directly or indirectly acquire, and may thereafter hold, manage, operate, control or invest in, solicit customers, business patronage or orders for, or otherwise own, promote or assist, a business engaged in Prohibited Activities (a “Future Acquired Business”) if the Prohibited Activities constitute less than the greater of (x) 10% of the sales of the Future Acquired Business and (y) $25,000,000 in sales (in each case measured by sales as of the most recently completed fiscal year of the Future Acquired Business ended prior to the date of closing of such acquisition or if earlier, the restrictions set forth in the Applicable Provisions for the benefit of DSKX and each member date of the Radiancy Group. In such connection, DSKX definitive agreement relating thereto). (iii) Parent and its Affiliates may directly or indirectly acquire a Future Acquired Business the Surviving Corporation shall reimburse PHMD for any such costs and expenses incurred in connection with compliance with the provisions acquisition of which would otherwise violate this Section 5.6(viii2.09 (but for this sentence) if (A) the Prohibited Activities constitute less than 50% of the sales of the Future Acquired Business (measured by sales as of the most recently completed fiscal year of the Future Acquired Business ended prior to the date of closing of such acquisition or if earlier, the date of the definitive agreement relating thereto) and (B) as soon as practicable, but in any event within one year after the closing of such acquisition, Parent and its Affiliates divest the portion of such Future Acquired Business engaged in Prohibited Activities in order to comply with this Section 6.09 (without regard to this sentence); provided, however, that Parent and its Affiliates shall not continue to be obligated to divest after the expiration of the three (3) year period referred to in Section 6.09(a) above. (c) The following terms have the following respective meanings: