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

Non-Compete and Non-Solicitation. In consideration of the termination compensation payable to the Executive under Section 4, the Executive irrevocably and unconditionally agrees with and undertakes to the Company that, he will not (i) during his term of employment with the Company take up any executive position in any company other than the Group Companies and will commit most of his efforts towards the development of the business and operations of the Group and (ii) for a period of twenty-four (24) months (or less than twenty-four (24) months if agreed by the Board) after he ceases to be employed by any Group Company (collectively the “Non-compete Period”): (a) either on his own account or in conjunction with or on behalf of any person, firm or company carry on or be employed, engaged, concerned, provide technical expertise or be interested directly or indirectly in, any business, whether as shareholder, director, executive, partner, agent or otherwise, that is, in the opinion of the Company in competition (whether directly or indirectly) with any business carried on or proposed to be carried on by the Group from time to time; (b) either on his own account or in conjunction with or on behalf of any other person, firm or company, solicit or entice away or attempt to solicit or entice away from the Group from time to time, the customer of any person, firm, company or organisation who shall at any time have been a customer, client, agent or correspondent of the Group or in the habit of dealing with the Group; or (c) either on his own account or in conjunction with or on behalf of any other person, firm or company, solicit or entice away or attempt to solicit or entice away from the Group from time to time, any person who is an officer, manager or executive of the Group whether or not such person would commit a breach of his contract of or employment by reason of leaving such employment. (d) The Executive shall be entitled to monthly compensation in consideration of fulfilling the obligation under this Section, in an amount equal to the Monthly Salary, for the period of the Non-compete Period. If the Executive fails to discharge his obligations under this Section 5 at any time during the Non-compete Period, in addition to any and all legal remedies that the Company is entitled to under the applicable law, the Executive shall return to the Company such proportion of the compensation payable to the Executive upon the termination of his employment pursuant to Section 4 of this Agreement corresponding to the portion of the Non-compete Period during which the Executive has failed to discharge his non-compete obligation.

Non-Compete and Non-Solicitation. In consideration of the termination compensation payable to the Executive under Section 4, the Executive irrevocably and unconditionally agrees with and undertakes to the Company that, he will not (i) during his term of employment with the Company take up any executive position in any company other than the Group Companies and will commit most of his efforts towards the development of the business and operations of the Group Group, except as currently contemplated or approved by the Board, and (ii) for a period of twenty-four twelve (2412) months (or less than twenty-four twelve (2412) months if agreed by the Board) after he ceases to be employed by any Group Company (collectively the “Non-compete Compete Period”): (ai) either on his own account or in conjunction with or on behalf of any person, firm or company carry on or be employed, engaged, concerned, provide technical expertise or be interested directly or indirectly in, any business, whether as shareholder, director, executive, partner, agent or otherwise, that is, in the opinion of the Company in competition (whether directly or indirectly) with any business carried on or proposed to be carried on by the Group from time to time; (bii) either on his own account or in conjunction with or on behalf of any other person, firm or company, solicit or entice away or attempt to solicit or entice away from the Group from time to time, the customer of any person, firm, company or organisation organization who shall at any time have been a customer, client, agent or correspondent of the Group or in the habit of dealing with the Group; or (ciii) either on his own account or in conjunction with or on behalf of any other person, firm or company, solicit or entice away or attempt to solicit or entice away from the Group from time to time, any person who is an officer, manager or executive of the Group whether or not such person would commit a breach of his contract of or employment by reason of leaving such employment. (div) The Executive shall be entitled to monthly compensation in consideration of fulfilling the obligation under this Section, in an amount equal to the Monthly Salary, for the period of the Non-compete Period. If the Executive fails to discharge his obligations under this Section 5 at any time during the Non-compete Period, in addition to any and all legal remedies that the Company is entitled to under the applicable law, the Executive shall return to the Company such proportion of the compensation payable to the Executive upon the termination of his employment pursuant to Section 4 of this Agreement corresponding to the portion of the Non-compete Period during which the Executive has failed to discharge his non-compete obligation.

Non-Compete and Non-Solicitation. In consideration of (a) For thirty-six (36) months after the termination compensation payable to Final Closing Date (the Executive under Section 4“Restricted Period”), the Executive irrevocably Seller shall not, and unconditionally agrees with and undertakes to the Company thatshall not permit any of its Affiliates to, he will not directly or indirectly (i) during his term engage or assist in factoring or otherwise financing the Accounts of employment with the Company take up any executive position Person (whether or not a Customer), providing any asset-based loan or other credit facility to any Customer, refinancing Portfolio Accounts or originating new Portfolio Accounts, or otherwise creating, selling, or profiting from commercial lending or working capital financial products in any company other than the Group Companies direct competition to Buyer, together and will commit most of his efforts towards the development all of the business and operations of foregoing, the Group and “Restricted Business” anywhere in the United States, (ii) for a period of twenty-four (24) months (or less than twenty-four (24) months if agreed by the Board) after he ceases to be employed by have an interest in any Group Company (collectively the “Non-compete Period”): (a) either on his own account or in conjunction with or on behalf of any person, firm or company carry on or be employed, engaged, concerned, provide technical expertise or be interested Person that engages directly or indirectly inin any Restricted Business anywhere in the United States in any capacity, any business, whether including as shareholder, director, executive, a partner, agent owner, member, employee, principal, agent, trustee or otherwise, that is, consultant or (iii) intentionally interfere in any material respect with the opinion of the Company in competition business relationships (whether directly formed prior to or indirectlyafter the date of this Agreement) with any business carried on or proposed to be carried on by the Group from time to time;of Buyer. (b) either on his own account During the Restricted Period, the Seller shall not, and shall not permit any of its Affiliates to, directly or in conjunction with indirectly, hire or on behalf solicit any employee of Buyer or encourage any other personsuch employee to leave such employment or hire any such employee who has left such employment. (c) During the Restricted Period, firm the Seller shall not, and shall not permit any of its Affiliates to, directly or companyindirectly, solicit or entice away entice, or attempt to solicit or entice away from the Group from time to timeentice, the customer by means of direct mail, telephone, internet or personal solicitation, any Customers, clients or customers of Buyer or potential clients or customers of Buyer for purposes of prepayment, origination, refinance or modification of any person, firm, company Accounts or organisation who shall at for any time have been a customer, client, agent financial services or correspondent of the Group or in the habit of dealing with the Group; or (c) either on his own account or in conjunction with or on behalf of any other person, firm or company, solicit or entice away or attempt to solicit or entice away from the Group from time to time, any person who is an officer, manager or executive of the Group whether or not such person would commit a breach of his contract of or employment by reason of leaving such employmentproducts. (d) The Executive shall be entitled to monthly compensation in consideration Seller acknowledges that a breach or threatened breach of fulfilling the obligation under this Section, in an amount equal to the Monthly Salary, for the period of the Non-compete Period. If the Executive fails to discharge his obligations under this Section 5 at 8.3 would give rise to irreparable harm to Buyer for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Seller or its Affiliates of any time during the Non-compete Periodsuch obligations, Buyer shall, in addition to any and all legal other rights and remedies that the Company is may be available to them in respect of such breach, be entitled to under equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) The Seller acknowledges that the restrictions contained in this Section 8.3 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to each of them to enter into this Agreement and to consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 8.3 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable lawlaw in any jurisdiction, then the Executive shall return parties hereto hereby agree to amend this Agreement to cause such unenforceable provision (or any portion thereof) to be enforceable and enforced, in such jurisdiction to the Company maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 8.3 and each provision hereof are severable and separate and distinct covenants and provisions. The invalidity or unenforceability of any such proportion of covenant or provision, or any part thereof, as written, shall not invalidate or render unenforceable the compensation payable to remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (f) Notwithstanding the Executive upon the termination of his employment pursuant to Section 4 foregoing or any other provision of this Agreement corresponding to the portion of contrary, nothing herein shall be deemed to prohibit, inhibit, limit or impair Seller's rights to collect the Non-compete Period during which Retained Accounts, including, without limitation, the Executive has failed right to discharge his non-compete obligationuse any Intellectual Property Assets in connection therewith, and Buyer hereby grants Seller a limited license to use the Intellectual Property Assets for such purpose.

Non-Compete and Non-Solicitation. In consideration of the termination compensation payable to the Executive under Section 4, the Executive irrevocably and unconditionally agrees with and Party B undertakes to the Company Party A that, he will not (i) during his term of employment with the Company Party A take up any executive Party B position in any company other than the Group Companies Party A and its related companies and will commit most all of his efforts towards the development of the business and operations of the Group Party A and its related companies and (ii) for a period of twenty-four twelve (2412) months (or less than twenty-four twelve (2412) months if agreed by the Board) after he ceases to be employed by any Group Company Party A and/or its related companies (collectively the “Non-compete Compete Period”): (a) either on his own account or in conjunction with or on behalf of any person, firm or company carry on or be employed, engaged, concerned, provide technical expertise or be interested directly or indirectly in, any business, whether as shareholder, director, executive, partner, agent or otherwise, that is, in the opinion of the Company Party A in competition (whether directly or indirectly) with any business carried on or proposed to be carried on by the Group Party A and its related companies from time to time; (b) either on his own account or in conjunction with or on behalf of any other person, firm or company, solicit or entice away or attempt to solicit or entice away from the Group Party A and its related companies from time to time, the customer of any person, firm, company or organisation organization who shall at any time have been a customer, client, agent or correspondent of the Group Party A or its related companies or in the habit of dealing with the Group; orParty A or its related companies; (c) either on his own account or in conjunction with or on behalf of any other person, firm or company, solicit or entice away or attempt to solicit or entice away from the Group Party A and its related companies from time to time, any person who is an officer, manager or executive of the Group Party A or its related companies whether or not such person would commit a breach of his contract of or employment by reason of leaving such employment. (d) The Executive Party B shall be entitled to monthly compensation in consideration of fulfilling the obligation under this Section, in an amount equal to the Monthly Salary, for the period of the Non-compete Compete Period. If the Executive fails to discharge his obligations under this Section 5 at any time during the Non-compete Period, in addition to any and all legal remedies that the Company is entitled to under the applicable law, the Executive shall return to the Company such proportion of the compensation payable to the Executive upon the termination of his employment pursuant to Section 4 of this Agreement corresponding to the portion of the Non-compete Period during which the Executive has failed to discharge his non-compete obligation.

Non-Compete and Non-Solicitation. In consideration of the termination compensation payable to the Executive under Section 4, the The Executive irrevocably and unconditionally agrees with and undertakes to the Company that, he will not (i) during his term of employment with the Company take up any executive position in any company other than the Group Companies and will commit most of his efforts towards the development of the business and operations of the Group and (ii) for a period of twenty-four (24) months (or less than twenty-four (24) months if agreed by the Board) after he ceases to be employed by any Group Company (collectively collectively, the “Non-compete Period”): (a) either on his own account or in conjunction with or on behalf of any person, firm or company carry on or be employed, engaged, concerned, provide technical expertise or be interested directly or indirectly in, any business, whether as shareholder, director, executiveExecutive, partner, agent or otherwise, that is, in the opinion of the Company in competition (whether directly or indirectly) with any business carried on or proposed to be carried on by the Group from time to time; (b) either on his own account or in conjunction with or on behalf of any other person, firm or company, solicit or entice away or attempt to solicit or entice away from the Group from time to time, the customer of any person, firm, company or organisation who shall at any time have been a customer, client, agent or correspondent of the Group group or in the habit of dealing with the Group; or (c) either on his own account or in conjunction with or on behalf of any other person, firm or company, solicit or entice away or attempt to solicit or entice away from the Group from time to time, any person who is an officer, manager or executive of the Group whether or not such person would commit a breach of his contract of or employment by reason of leaving such employment. . The Company hereby agrees to pay the Executive an amount equivalent to 40% of the Annual Base Salary (dthe “Non-compete Compensation”) as consideration for the aforesaid non-compete obligation. The Executive Non-compete Compensation shall be entitled to monthly compensation in consideration of fulfilling payable upon the obligation under this Section, in an amount equal to the Monthly Salary, for the period expiry of the Non-compete Period. If the Executive fails to discharge his obligations under this Section 5 at any time during the Non-compete Period, in addition to any and all legal remedies that the Company is entitled to under the applicable law, the Executive shall return to the Company such proportion of the compensation payable to the Executive upon the termination of his employment pursuant to Section 4 of this Agreement corresponding to the portion of the post-termination Non-compete Period during which the Executive has failed to discharge his non-compete obligation.

Non-Compete and Non-Solicitation. In consideration of The Executive hereby agrees that during the termination compensation payable to the Executive under Section 4, the Executive irrevocably and unconditionally agrees with and undertakes to the Company that, he will not (i) during his term of employment with the Company take up any executive position in any company other than the Group Companies this Agreement and will commit most of his efforts towards the development of the business and operations of the Group and for twelve months (ii) for a period of twenty-four (2412) months (or less than twenty-four (24) months if agreed by the Board) after he ceases to be employed by following a termination for any Group Company (collectively the “Non-compete Period”):reason, unless otherwise specified in this agreement, Executive shall not: (a) either on his own account Within any jurisdiction or marketing area in conjunction with the United States in which the Company or on behalf of any personsubsidiary thereof is doing business, firm or company carry on or be employedown, engagedcontrol, concernedmanage, invest in, loan money to, operate, provide technical expertise service to or be interested directly or indirectly in, represent any business, whether as shareholder, director, executive, partner, agent or otherwise, business that is, (i) is in the opinion of competition with the Company in competition or any subsidiary thereof, (whether directly ii) competes with the Company for client accounts or indirectly) with any business carried on customer accounts that Executive solicited or proposed to be carried on serviced while employed by the Group from time Company or became aware of while employed by the Company or (iii) produces, promotes, markets, sells or develops products, services or processes (including products, services and processes sold by the Company, under research or expressly contemplated by OSI’s business plan) similar to time;those offered by the Company while Executive was employed by the Company; or (b) either on his own account Within any jurisdiction or marketing area in conjunction with the United States in which the Consolidated Group or on behalf any member thereof is doing business or has done business within the prior one year period, directly or indirectly, act as or become employed as, an officer, director, employee, consultant or agent of any other person, firm or company, solicit or entice away or attempt to solicit or entice away from the Group from time to time, the customer of any person, firm, company or organisation who shall at any time have been a customer, client, agent or correspondent of the Group or in the habit of dealing with the GroupCompetitive Business; or (c) either on his own account Contact, call upon or in conjunction with or on behalf solicit the business of any other person, firm customer or company, solicit or entice away or attempt to solicit or entice away from the Group from time to time, any person who is an officer, manager or executive client of the Consolidated Group whether or not such person would commit any Person that was a breach customer or client of his contract the Consolidated Group within two years prior to the date of or employment by reason of leaving such employment.termination; or (d) The Executive shall be entitled to monthly compensation in consideration of fulfilling the obligation under this SectionContact, in an amount equal to the Monthly Salary, for the period call upon or solicit any prospective client or prospective customer of the Non-compete Period. If Consolidated Group (other than on behalf of the Consolidated Group) of whom Executive fails became aware or was introduced to discharge in the course of his obligations under this Section 5 duties for OSI, or otherwise divert or take away from the Consolidated Group the business of any prospective client or prospective customer of the Consolidated Group whose business is a corporate opportunity of the Consolidated Group; or (e) Solicit, induce, hire, engage, or attempt to hire or engage any employee or contractor of the Consolidated Group, or in any other way interfere with the Consolidated Group’s contractual or employment relations with any of its employees or contractors, nor will Executive hire or engage or attempt to hire or engage any individual who was an employee or contractor of the Consolidated Group at any time during the Non-compete Period, in addition one year period immediately prior to any and all legal remedies that the Company is entitled to under the applicable law, the Executive shall return to the Company such proportion of the compensation payable to the Executive upon the termination of his Executive’s employment pursuant with the Company. Any Person or business that satisfies any of the criteria set forth in any of clauses (i) through (iii) of Section 14(a) above shall herein be referred to Section 4 as a “Competitive Business” for purposes of this Agreement corresponding Agreement. For purposes of this Section 14, ownership by the Executive of securities not in excess of five percent (5%) of any class of securities of a public company shall not be considered to the portion be competition with OSI, or any other Person that is a part of the Non-compete Period during which the Executive has failed to discharge his non-compete obligationConsolidated Group.