Common use of Non-Competition; Non-Solicitation Clause in Contracts

Non-Competition; Non-Solicitation. (i) For a period of five (5) years from and after the Closing Date, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as an owner, employee, consultant or otherwise, in any business that is competitive with the business of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”); provided, however, that it shall not be deemed to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. (ia) For a period of From the Closing until the date that is five (5) years from thereafter, except for any cases of inventory supply and after manufacturing consignment pursuant to Section 6.19, the Closing DateSeller shall not permit (i) CCBD, no Seller shall(ii) its semiconductor business division or (iii) any majority-owned subsidiary or its division that is controlled by CCBD or its semiconductor business division (each a “Non-Compete Company”), and the successor of any Non-Compete Company, in case an organization restructuring involving a Non-Compete Company is implemented, to: (i) design, develop, manufacture, distribute or sell the Non-Compete Filter Products; (ii) participate, sponsor, organize, encourage, or shall permitinvest in any entity that primarily engages in the business of the Non-Compete Filter Products; (iii) cause, cause induce, solicit or encourage any contractor, vendor, service provider, strategic partner or customer of the Filter Business (the “Covered Persons”) to terminate such status with FilterCo or FilterSub or advise any third party against entering into such status with FilterCo or FilterSub; (iv) otherwise intentionally disrupt or interfere with the relations of the Buyer Parent or any of its Affiliates to, engage directly or indirectly, as an owner, employee, consultant or otherwise, with any Covered Person in any business that is competitive way related to the Filter Business; or (v) disparage or make any false statements (whether in oral, written, electronic or other form) to any media source, industry member-company or group, financial institution or Covered Person regarding the Buyer Parent or its Affiliates in connection with the business of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Filter Business”); provided, however, that it except for CCBD and any majority-owned subsidiary or its division that is controlled by CCBD, the foregoing shall not be deemed to be prohibit the Seller, its successors and their Subsidiaries and Affiliates from, collectively, (A) purchasing or procuring the Non-Compete Filter Products from a violation of this Section 6.7(bsupplier for utilizing them for the Seller’s own products and distributing or selling such Seller’s products, or (B) for any Seller acquiring or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is owning less than five fifty percent (550%) of the outstanding ownership interest in such Personequity of any entity. (iib) For a period From the Closing until the exercise of five the earlier of the Put Right or the Call Right, neither the Seller, PIDSG, the Buyer nor the Buyer Parent shall, and from the Closing until the date that is two (52) years from and after the Closing Dateexercise of the Put Right or the Call Right, except with as applicable, the advance Seller shall not directly or indirectly, without the prior written consent of the Buyerother party, the Sellers shall not, and shall not permit, cause or encourage solicit for employment any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of FilterCo or FilterSub. Nothing herein shall prevent any Transferred Company such party from (i) advertising to leave the employ general public any employment opportunities, whether through general newspaper or online advertisement or other general non-targeted recruitment techniques, (ii) hiring any employee of FilterCo or FilterSub who responds to such Transferred Company; providedgeneral advertising or who independently seeks employment with such party, howeverin either case, that it shall not be deemed to be a violation of without any solicitation prohibited by this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company6.14(b), or (biii) an officer of the Company who is soliciting or hiring any such employee whose employment was previously terminated by a Transferred Company FilterCo or resigns therefrom to hire an employee of FilterSub in accordance with the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationJV Agreement. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. (ia) For a period of five (5) 3 years from and after the Closing Date, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as an owner, employee, consultant or otherwise, in any business that is competitive with the business of any Transferred Company as and where it is conducted commencing on the Closing Date (a “Competitive Business”the "Restricted Period"); provided, however, that it shall not be deemed to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers Lim shall not, and shall not permit, cause or encourage permit any of their Affiliates its affiliates, directly or indirectly, without the prior written consent of the Purchasers to: (i) engage in or assist others in engaging in the Business within British Columbia (the "Restricted Jurisdiction"); (ii) have an interest in any person whose business is competitive, directly or indirectly, with the Business, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; (iii) acquire any person who engages in, or intends to engage in, the Business, or (iv) intentionally interfere in any material respect with the business relationships (whether formed before or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, Lim may own, directly or indirectly, solely as an investment, securities of any person traded on any stock exchange if Lim is not a controlling person of, or a member of a group which controls, such person and does not, directly or indirectly, own 1% or more of any class of securities of such person; and in connection with the limited exception set out in Schedule 11, Lim may engage in or assist others in engaging in the Business within the Restricted Jurisdiction. (b) During the Restricted Period, Lim shall not, and shall not permit any of its affiliates to, recruitdirectly or indirectly, offer employment, employ, engage as a consultant, lure hire or entice away, or in solicit any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for or any of the 43 CompanyPurchasers, or (b) an officer of independent contractor engaged by the Company who is terminated by a Transferred Company Purchasers or resigns therefrom to hire an its affiliates, or encourage any employee of the Company or any of the Purchasers, or independent contractor engaged by the Purchasers or its affiliates to leave his or her employment or position, or hire or engage, as applicable, any employee of the Company or any of the Purchasers, or independent contractor engaged by the Purchasers or its affiliates who had worked has left such employment or position, except pursuant to a general solicitation that is not directed specifically to any such individual; provided that nothing in an administrative position directly for such officer immediately before such this section shall prevent Lim or any of his affiliates from soliciting, hiring or engaging, as applicable: (i) any employee of the Company or any of the Purchasers, or independent contractor engaged by the Purchasers or its affiliates whose employment or engagement has been terminated by the Company or the Purchasers; or (ii) after 365 days from the date of termination of employment or resignationengagement, any employee of the Company or any of the Purchasers, or independent contractor engaged by the Purchasers or its affiliates whose employment or engagement has been terminated by the employee of the Company or any of the Purchasers, or independent contractor engaged by the Purchasers or its affiliates, as applicable. (iiic) If During the final judgment Restricted Period and within the Restricted Jurisdiction, Lim shall not, and shall not permit any of his affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients, or customers of the Company, the Purchasers or their respective affiliates or potential clients or customers of the Company, the Purchasers or its respective affiliates for purposes of diverting their business or services from the Company, the Purchasers or its respective affiliates. (d) Lim acknowledges that a breach or threatened breach of this section would give rise to irreparable harm to the Purchasers, 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 Lim of any such obligations, the Purchasers shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an interim or permanent injunction, specific performance and any other relief that may be available from a court of competent equitable jurisdiction declares (without any requirement to post a bond or other security). (e) Lim acknowledges that the restrictions contained in this section are reasonable and necessary to protect the legitimate interests of the Purchasers and constitute a material inducement to the Purchasers entering into this Agreement and consummating the transactions contemplated by this Agreement. The covenants contained in this section and each provision hereof is severable and distinct covenants and provisions. The invalidity or unenforceability of any term such covenant or provision as written shall not invalidate or render unenforceable the 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) The parties hereto intend that the conditions set forth in section 56.4(7) of the Income Tax Act have been satisfied such that section 56.4(5) of the Income Tax Act applies to any "restrictive covenants" (as defined in section 56.4(1) of the Income Tax Act) granted by Lim under this Section 6.7(b) is invalid or unenforceableAgreement with respect to the Business carried on by the Company (collectively, the "Restrictive Covenants"). Accordingly, the parties hereto acknowledge and agree that that: (i) no proceeds shall be received or receivable by the court making Vendor for granting the determination Restrictive Covenants for purposes of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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 section 56.4(7)(d) of the invalid or unenforceable term or provision, Income Tax Act; and (ii) the Restrictive Covenants are integral to this Agreement will be enforceable as so modified after and have been granted to maintain or preserve the expiration fair market value of the time within which Share Consideration. In furtherance of the judgment may be appealedforegoing, the Purchasers agree to co-operate with the Vendor and to execute the requisite tax election should the Vendor elect to take advantage of and prepare and file such an election.

Non-Competition; Non-Solicitation. (ia) For a period of five three (53) years from and after the Closing Date, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as an owner, employee, consultant or otherwise, in any business that is competitive with the business of any Transferred Company as and where it is conducted commencing on the Closing Date (a the “Competitive BusinessRestricted Period”); provided, however, that it shall not be deemed to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permitpermit any of their respective Affiliates to, cause and for a period of one (1) year with respect to the Company’s officers and employees (other than Sellers or encourage their Affiliates)) and their respective Affiliates shall not, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business anywhere in the world; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date hereof) between the Company and any customers or suppliers of the Company. Notwithstanding the foregoing, each of the Sellers may own, directly or indirectly, solely as a passive investment, securities of any Person traded on any national securities exchange if the Sellers are not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. (b) The Sellers shall not, and shall not permit any of their Affiliates to, recruitdirectly or indirectly, offer employmenthire or solicit any employee, employ, engage as a consultant, lure or entice awayindependent contractor, or in consultant of the Company or encourage any other manner persuade such Person to leave such capacity or attempt to persuade, hire any such Person who is an employee of any Transferred Company to leave the employ of has left such Transferred Companycapacity; provided, however, that it shall the Seller’s may solicit and hire any Person who responds to any general solicitation which is not be deemed directed specifically to be a violation of this Section 6.7(b)(iiany such Person (or such Persons in general); provided, further, that, following the date that is one (1) for year after the date hereof, the Sellers may solicit and hire any Person who is no longer employed by the Company (aor its Affiliates) any Seller to hire and has not been an employee of the Company for at least three (3) months prior to such solicitation. (c) During the Restricted Period, the Sellers and Company officers shall not, and shall not permit any of their Affiliates to, directly or indirectly, (i) solicit, entice, divert, or take away, or attempt to solicit, entice, divert or take away, any current clients, customers, vendors, suppliers or any other Person who has been employed as an airplane pilot established a business relationship with the Company for purposes of diverting their business or services from the 43 Company, or (bii) an officer take any action that is designed or intended to have the effect of discouraging any existing suppliers, vendors, customers, employees or contractors of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of from maintaining the same business relationship with the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationafter the Closing Date as it maintained with the Company prior to the Closing Date. (iiid) If During the final judgment Restricted Period, the parties shall refrain from, and shall cause their respective Affiliates and Representatives to refrain from, in any manner, directly or indirectly, all conduct, oral or otherwise, that disparages or damages or could disparage or damage the reputation, goodwill, or standing in the community of the other parties hereto, or any of their respective Affiliates and Representatives. (e) The parties acknowledge that a breach or threatened breach of this Section 6.6 would give rise to irreparable harm to the Buyer or the other parties, as the case may be, for which monetary damages would not be an adequate remedy, and hereby agree that in the event of a breach or a threatened breach by the Sellers of any such obligations, the Buyer or the other affected parties, as the case may be, shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to 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 declares (without any requirement to post bond). In the event of a violation or breach by the Sellers, any Affiliate of the Sellers, or any Related Party of the Sellers, of any agreement set forth in this Section 6.6, the term of the Restricted Period shall be extended by a period equal to the duration of such violation or breach. (f) The Sellers hereby acknowledge that any term or provision the geographic boundaries, scope of prohibited activities and the duration of the provisions of this Section 6.7(b6.6 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Buyer, including the ability of the Buyer to realize the benefit of its bargain under this Agreement and to enjoy the goodwill of the Company, and that such restrictions constitute a material inducement to the Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.6 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.6 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the 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. (g) is invalid or unenforceableFor Tax purposes, the parties hereto agree that (i) no separate consideration is being paid in exchange for the court making covenants provided under this Section 6.6, and (ii) no tax deduction can be claimed with respect thereto. The parties agree to file all Tax Returns consistently with the determination preceding sentence unless otherwise required by a “determination” within the meaning of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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 Section 1313 of the invalid Code (or unenforceable term a comparable provision of state or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedlocal Tax Law).

Non-Competition; Non-Solicitation. (a) The Executive agrees that during the Term and during the 24 month period following the Executive’s date of termination, without the prior written consent of the Board, the Executive shall not: (i) For a period of five (5) years from and after the Closing Date, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, either for the Executive or for or with any other person, partnership, corporation or company, own, manage, control, participate in, consult with or render services for any bank or financial institution located within a 100 mile radius of Fremont, Ohio; or (ii) solicit any customer or employee of the Bank for any purpose, or induce any person who is at the Executive’s date of termination or was during any of the 12 months preceding such date an employee, officer or agent of the Bank or any current or future Affiliate to terminate said relationship. (b) For purposes of this Agreement, the term “participate” includes any direct or indirect interest in any enterprise, whether as an ownerofficer, director, employee, consultant consultant, partner, investor, sole proprietor, agent, member, representative, independent contractor, executive, franchisor, franchisee, creditor, owner or otherwise, in any business that is competitive with the business of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”); provided, however, that it the foregoing investment limitations shall not be deemed to be include passive ownership of less than 1% of the stock of a violation of this Section 6.7(b) for any Seller publicly held corporation whose stock is traded on a national securities exchange or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Businessthe over-the-counter market, so long as the Executive has no active participation in the business of such investment is less than five percent (5%) of the outstanding ownership interest in such Personcorporation. (iic) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers The restrictions provided in this Section 8 shall not, and shall not permit, cause be in addition to any restrictions on competition or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or solicitation contained in any other manner persuade or attempt agreement between the Bank and the Executive and may be enforced by the Bank and/or any successor, by an action to persuaderecover payments made under this Agreement, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; providedaction for injunction, however, that it shall not be deemed to be a violation and/or an action for damages. The provisions of this Section 6.7(b)(ii) for (a) any Seller to hire 8 constitute an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision essential element of this Section 6.7(b) is invalid Agreement, without which the Bank would not have entered into this Agreement. Notwithstanding any other remedy available to the Bank at law or unenforceableat equity, the parties hereto agree that the court making the determination of invalidity Bank or unenforceability will any successor thereto, shall have the power to reduce the scoperight, duration, territory or other term or provisionat any and all times, to delete specific words or phrasesseek injunctive relief in order to enforce the terms and conditions of this Section 8. (d) If the scope of any restriction contained in this Section 8 is too broad to permit enforcement of such restriction to its fullest extent, or then such restriction shall be enforced 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 provisionmaximum extent permitted by law, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment Executive hereby consents and agrees that such scope may be appealedjudicially modified accordingly in any proceeding brought to enforce such restriction.

Non-Competition; Non-Solicitation. CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (a) Prior to the [****************] of the Closing Date, the Sellers shall not, directly or indirectly, through any affiliate thereof (i) For engage in, carry on, participate in or have any interest in, whether alone or in conjunction with any Person, or as a period holder of five an equity or debt interest of any Person, or as a principal, agent or otherwise, including, entering into a joint venture, alliance or other agreement with any Person, any business competing with the Business as conducted on the Closing Date by the Sellers in [*********************]; (5ii) years assist others in engaging in any business competing with the Business in any manner described in the foregoing clause (i); or (iii) induce any supplier, customer or other Person doing business with Purchaser to terminate its relationship with Purchaser (collectively, the “Competing Services”). (b) Nothing in this Section 5.3 shall be deemed to prohibit Sellers or any of their affiliates from and doing any of the following: (i) owning, directly or indirectly, less than [******] of any class of equity securities or equivalent equity ownership interests issued by a publicly-traded Person directly or indirectly engaged in any Competing Services; (ii) owning, directly or indirectly, any class of equity securities or equivalent equity ownership interests in [**************]; (iii) acquiring a business (whether by purchase, merger or other combination) within [********] after the Closing Date, no a component of which is engaged in any Competing Services, and operating such Competing Services, so long as Sellers or their affiliate dispose of the Competing Services component of such business or ceases to operate such Competing Services component of such business within [*********] following the date of such acquisition (or such longer period required to obtain any approvals or consents that may be required by applicable Laws); (iv) completing any contracts which constitute a part of the Excluded Assets; (v) performing Sellers’ obligations under this Agreement or any other agreement executed in connection herewith; (vi) allowing employees of Sellers or their affiliates to speak at professional association seminars, trade shows or the like; (vii) providing Competing Services to Persons that are ancillary to other services provided by Sellers or any of their affiliates (the “Ancillary Competing Services”); provided that, the Sellers and their affiliates may not provide such Ancillary Competing Services directly to any Persons; provided further, that the Sellers and their affiliates shall have the right to subcontract such Ancillary Competing Services to another Person (other than any such Seller shallor any of their affiliates); (viii) allowing any affiliate of Sellers to provide training to its employees; CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (ix) allowing ▇▇▇▇ Capital, Inc. to manage or advise (either on a standalone basis or in conjunction with one or more entities) private equity, venture capital, publicly traded, or privately held funds that may be engaged in or engage in any Competing Services, or allowing The ▇▇▇▇ Group Inc. or its affiliates to own no more than one quarter of such funds; The parties acknowledge that the Purchaser is a potential supplier of Ancillary Competing Services and that the Sellers and their affiliates are required to subcontract to another Person pursuant to Section 5.3(b)(vii) above. From time to time prior to the [**************] of the Closing Date, ▇▇▇▇ E&I agrees to make introductions to key personnel of the Sellers and their affiliates that may require Ancillary Competing Services and to reasonably assist the Purchaser in the Purchaser’s efforts to supply such Ancillary Competing Services to the Sellers and their affiliates. (c) Anything contained herein to the contrary notwithstanding, in no event shall permit, cause the restrictions set forth in this Section 5.3 be deemed to restrict or encourage be applicable to any Person that is not an affiliate of any of its Affiliates to, engage directly or indirectly, as an owner, employee, consultant the Sellers who acquires (by merger or otherwise, in any business that is competitive with ) substantially all of the business stock or assets of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”)The ▇▇▇▇ Group Inc. and/or its subsidiaries; provided, however, that if following such acquisition, to the extent and only for so long as such Person does not integrate The ▇▇▇▇ Group Inc. into its businesses and continues to operate The ▇▇▇▇ Group Inc. and its subsidiaries as a separate and distinct business in all material respects, then the restrictions set forth in Section 5.3 shall continue to apply to The ▇▇▇▇ Group Inc. and its subsidiaries but shall not impair or restrict the acquiring Person or its other affiliates. (d) Prior to the [**************] of the Closing Date, the Sellers shall not solicit for employment any Designated Employee (as such term is defined below in Section 5.5) that remains an employee of Purchaser at the time of or within the [**************] prior to such solicitation by the Sellers or any of their affiliates. Notwithstanding anything to the contrary in this Agreement, the covenants contained this clause (d) will not be deemed to have been breached as to any such person who responds to a public solicitation of employees in a newspaper, trade magazine or similar publication that is not addressed specifically to any Designated Employee. (e) The Sellers acknowledge that the restrictions, prohibitions and other provisions of this Section 5.3 are reasonable, fair and equitable in scope, terms and duration, are necessary to protect the legitimate business interests of Purchaser, and are a material inducement to Purchaser to enter into the transactions contemplated by this Agreement. (f) It is the desire and intent of the parties to this Agreement that the provisions of this Section 5.3 shall be enforced to the fullest extent permissible under applicable Law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 5.3 shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete or modify (including to limit or reduce its duration, geographical scope, activity or subject) the portion adjudicated to be invalid or unenforceable, such deletion or modification to apply only with respect to the CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. operation of such provision of this Section 5.3 in the particular jurisdiction in which such adjudication is made and to be made only to the extent necessary to cause the provision as amended to be valid and enforceable. (g) The Sellers acknowledge and understand that the provisions of this Section 5.3 are of a special and unique nature, the loss of which cannot be accurately compensated for in damages by an action at law and that the breach of the provisions of this Section 5.3 would cause Purchaser irreparable harm. In the event of a breach or threatened breach by the Sellers or any of their affiliates of the provisions of this Section 5.3, Purchaser shall be entitled to seek an injunction restraining it from such breach. Nothing herein contained shall be construed as prohibiting Purchaser from pursuing any other remedies available for any breach or threatened breach of this Section 5.3, and the pursuit of an injunction or any other remedy shall not be deemed to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ exclusive election of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationremedy. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. (ia) For a During the period commencing on the Closing Date and ending on the second anniversary of five (5) years from and after the Closing Date, no Seller shallexcept as otherwise contemplated in this Agreement with respect to any Deferred Local Businesses prior to a Deferred Local Closing or in the Transition Services Agreement (or, or shall permitif not enforceable for such period in any country under the Competition/Investment Laws of such country, for such period as will be enforceable in such country under the Competition/Investment Laws of such country) (the “Restricted Period”), other than as required by this Agreement, Sellers will not, and will cause or encourage any of its their Affiliates not to, engage directly or indirectly, engage in any business anywhere in the world that develops, manufactures, produces, markets, sells or distributes any products or provides any services similar to those developed, under development, manufactured, produced, marketed, sold, distributed or provided by the Business, or own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an ownera partner, employeestockholder, consultant or otherwise, in any business Person that is competitive competes with the business Business in developing, manufacturing, producing, marketing, selling or distributing any products or providing any services of any Transferred Company as and where it is conducted on the Closing Date kind developed, under development, manufactured, produced, marketed, sold, distributed or provided by the Business (a “Competitive Competing Business”); provided, however, that it shall not be deemed to be a violation that, for the purposes of this Section 6.7(b) for any Seller 5.15(a), the Sellers or any of its their Affiliates to invest will not be prevented from: (i) being the holder or beneficial owner by way of bona fide investment purposes only of any units of an authorized unit trust and/or any securities in any Person company carrying on any Competing Business which invests inare listed or traded on any recognized stock exchange, manages regulated market or operates trading facility provided always that Sellers do not hold or are not beneficially interested in more than a Competitive Business, so long as such investment is less than five total of 10 percent (5%) of any single class of the outstanding ownership interest equity securities in such Person.listed company, and provided that Sellers do not have directly or indirectly any management functions or any material influence in such a company; (ii) For acquiring in a period single transaction or a series of five related transactions any one or more companies and/or businesses (5taken together, the “Acquired Business”) years from and after carrying on that Acquired Business although its activities include a Competing Business (the Closing Date“Acquired Competing Business”), except with if (A) the advance consent Acquired Competing Business represents not more than 10 percent of the Buyer, Acquired Business (measured in terms of turnover in its last accounting year) or (B) the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee turnover of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked Acquired Competing Business in an administrative position directly for such officer immediately before such termination or resignation.its last accounting year did not exceed €150,000,000; or (iii) from, directly or indirectly through an Acquired Business, manufacturing and selling active pharmaceutical ingredients for commercial products in the ordinary course of business. (b) During the period commencing on the Closing Date and ending on the second anniversary of the Closing Date (or, if not enforceable for such period in any country under the Competition/Investment Laws of such country, for such period as will be enforceable in such country under the Competition/Investment Laws of such country), Sellers agree that they will not, and will cause their Affiliates not to, directly or indirectly, in any capacity and either separately, jointly or in association with others, hire or employ or solicit the employment of, or make or extend any offer of employment to, or otherwise any Transferred Employee. Notwithstanding the foregoing, nothing contained herein will prevent Sellers or their Affiliates from offering employment or service to (i) any Transferred Employee listed on Schedule 5.15(b) and (ii) persons who respond to a general solicitation or advertisement that is not specifically directed at them (and nothing will prohibit such general solicitation or advertisement). (c) Buyers and Sellers acknowledge that the covenants set forth in this Section 5.15 are an essential element of this Agreement and that, but for the agreement of Buyers and Sellers to comply with these covenants, Buyers would not have entered into this Agreement. Buyers and Sellers acknowledge that this Section 5.15 constitutes an independent covenant and will not be affected by performance or non-performance of any other provision of this Agreement by Buyers. Notwithstanding the foregoing, Buyers may not make claims for rescission of the Agreement as a result of any breaches of this covenant. (d) If the a final judgment of a court or tribunal of competent jurisdiction declares determines that any term or provision of contained in this Section 6.7(b) 5.15 is invalid or unenforceable, then the parties hereto Parties agree that the court making the determination of invalidity or unenforceability tribunal will have the power (but without affecting the right of Buyers to obtain the relief provided for in this Section 5.15 in any jurisdiction other than such court’s or tribunal’s jurisdiction) to reduce the scope, duration, territory duration or other geographic area of the term or provision, to delete specific words or phrases, 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. To the extent it may effectively do so under applicable Law, each of Buyers and Sellers hereby waives on its own behalf and on behalf of its successors, any provision of Law which renders any provision of this Section 5.15 invalid, void or unenforceable in any respect. (e) Each of the Parties hereto acknowledges and agrees that the remedy of indemnity payments pursuant to Article 11 and the other remedies at Law for any breach of the requirements of this Section 5.15 would be inadequate, and this Agreement will agrees and consents that without intending to limit any additional remedies that may be enforceable as so modified after the expiration available, temporary and permanent injunctive and other equitable relief may be granted without proof of actual damage or inadequacy of legal remedy, in any Proceeding which may be brought to enforce any of the time within which the judgment may be appealedprovisions of this Section 5.15.

Non-Competition; Non-Solicitation. As a condition precedent to Purchaser's --------------------------------- obligation to enter into and perform its obligations under this Agreement, Seller, on behalf of itself and its affiliates, agrees that: (ia) For a period of five (5) years from and after the Closing Date, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as an owner, employee, consultant or otherwise, in any business that is competitive with the business of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”the "Non- --- Competition Period"); provided, however, that it shall not be deemed except for ownership of the Note and except with respect ------------------ to be a violation of this Section 6.7(b) for any technology developed by Seller or any of its Affiliates to invest affiliates in conjunction with other lines of business, neither Seller nor its affiliates shall, directly or indirectly, either for itself or for any other person, "participate" anywhere in the world in the Contact Lens Products Business or any extension thereof. For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any Person which invests inenterprise, manages whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or operates a Competitive Businessotherwise; provided, so long as such investment is that the term "participate" shall not include ownership of less than five 2% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market. Notwithstanding the above, nothing herein shall prohibit, prevent, or restrict any of Seller or its affiliates from acquiring any company or business the acquisition of which would (but for the provisions of this sentence) be prohibited under the provisions of this Section ------- 6.11 (a) (prohibited activities of any such acquired company or business being ------- referred to as the "contact lens business activities"), where the turnover of such contact lens business activities constitutes less than fifty percent (550%) of the outstanding ownership aggregate turnover of the company, business, or group of companies or businesses acquired (as the case may be) as part of the same transaction or series of related transactions. In the event that Seller or any of its affiliates should acquire any such company or business during the Non- Competition Period pursuant to the immediately preceding sentence, Seller agrees to dispose or cause such affiliate to dispose of the contact lens business activities of such company or business within twelve (12) months from the date of consummation of such transaction and to provide Purchaser with a right of first offer to purchase such contact lens business activities. Seller will notify Purchaser in writing of the acquisition of any such contact lens business activities (the "Purchase Notice") within thirty (30) days after the date of such acquisition, and if Purchaser gives written notice of its interest in acquiring such Personcontact lens business activities (the "Interest Notice") within thirty (30) days of the receipt of the Purchase Notice, Seller agrees to negotiate in good faith with Purchaser for the purchase by Purchaser of such business. If, after sixty (60) days from the date of Seller's receipt of the Interest Notice, Seller and Purchaser have been unable to agree on terms for the purchase by Purchaser of the contact lens business activities, or if, prior to such date, Purchaser shall have advised Seller that Purchaser has determined not to further pursue the acquisition of such business, then Seller may sell such contact lens business activities to any other person or entity on terms not less favorable to Seller or its affiliates than those offered in writing by Purchaser during negotiations contemplated herein. (b) During the Non-Competition Period, Seller will not, and will not permit its affiliates to, divulge or appropriate for their own use, or for the use of any third party, any secret or confidential information or knowledge obtained by Seller or any of its affiliates concerning the Contact Lens Products Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of Seller or any of its affiliates, (ii) For a is or becomes available to Seller or its affiliates from an unaffiliated source, which source has no obligation of secrecy to Purchaser or its affiliates, (iii) is required to be disclosed by law or government order (but only to the extent so required), or (iv) is used by Seller or any of its affiliates in any other lines of business, provided that the exception in this subclause (iv) shall not apply to information that is divulged by Seller or its affiliates to any third party specifically for its use in the Business Field (as defined in Section 6.11(f) --------------- below). (c) During the two-year period of five (5) years from and after following the Closing Date, except with neither Seller nor its affiliates will solicit the advance employment (in any capacity of, or, to the extent not otherwise prohibited by law, hire any Employee without the prior written consent of Purchaser. (d) If, at the Buyertime of enforcement of this Section 6.11, a court holds ------------ that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the Sellers parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall notbe substituted for the stated duration, scope, geographic area or other restrictions. (e) Seller, on behalf of itself and shall not permitits affiliates, cause or encourage recognizes and affirms that in the event of breach of any of their Affiliates tothe provisions of this Section ------- 6.11, recruitmoney damages would be inadequate and Purchaser and its affiliates would ---- have no adequate remedy at law. Accordingly, offer employmentSeller, employon behalf of itself and its affiliates, engage as a consultantagrees that Purchaser and its affiliates shall have the right, lure or entice away, or in addition to any other manner persuade rights and remedies existing in their favor, to enforce their rights and Seller's obligations under this Section 6.11 not only by an ------------ action or attempt actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to persuadeenforce or prevent any violations (whether anticipatory, any Person who is an employee continuing or future) of any Transferred Company the provisions of this Section 6.11 (including, without limitation, the extension of ------------ the Non-Competition Period by a period equal to leave (i) the employ length of such Transferred Company; provided, however, that it shall not be deemed to be a the violation of this Section 6.7(b)(ii6.11 plus (ii) for (a) the length of any court ------------ proceedings necessary to stop such violation). In the event of a breach or violation by Seller to hire an employee of any of the Company who has been employed as an airplane pilot for provisions of this Section 6.11, the 43 Company, or (b) an officer running ------------ of the Company who is terminated by a Transferred Company Non-Competition Period (but not of Seller's obligations under this Section 6.11) shall be tolled with respect to Seller during the continuance of ------------ any actual breach or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationviolation. (f) During the two-year period following the Closing Date, Seller will, and will cause its affiliates to, use reasonable best efforts to notify Purchaser in writing of any proposed licensing of IP Rights by Seller or any of its affiliates to any other person or entity engaged in the Business Field, for use of the same in the Business Field. In such event, Seller will negotiate in good faith with Purchaser for the non-exclusive licensing of such IP Rights on terms mutually agreeable to Purchaser and Seller. As used in this Section ------- 6.11(f), "IP Rights" means all invention registrations, patents, patent ------- registrations and patent applications and all rights therein provided by law and all technical information, including without limitation (i) inventions, whether or not patentable, whether or not reduced to practice, and whether or not yet made the subject of a pending patent application or applications, (ii) ideas and conceptions of potentially patentable subject matter, including without limitation, any patent disclosures, whether or not reduced to practice and whether or not yet made the subject of a patent application, (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceabletrade secrets and confidential, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scopetechnical information (including without limitation, durationideas, territory or other term or provisionformulae, to delete specific words or phrasescompositions, 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 provisioninventions, and this Agreement will be enforceable as so modified after conceptions of inventions whether patentable or unpatentable and whether or not yet reduced to practice), and (iv) technology, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, whether secret or confidential or not. "Business Field" means the expiration worldwide research, development, manufacture, distribution and sale of the time within which the judgment may be appealedcontact lenses.

Non-Competition; Non-Solicitation. (ia) For a period of five (5) years from and after From the Closing DateDate until the fifth anniversary thereof, no Seller none of the Sellers shall, or and each shall permit, cause or encourage any of its Affiliates not to, engage directly or indirectly, own, manage, operate, control, participate or have any interest in any Person that designs, produces, markets, sells or distributes Network Diagnostic Equipment or provides or furnishes Network Diagnostic Services; provided that this Section 5.7(a) shall not restrict or prohibit (A) the Sellers or their respective Affiliates from owning, solely as an ownerinvestment, securities of a publicly traded company so long as the Sellers and their respective Affiliates do not own or control, in the aggregate, more than 5% of any class of securities of such company, (B) any shareholder of ▇▇▇▇▇▇ (other than through ▇▇▇▇▇▇ or its Subsidiaries or by using any personnel or Intellectual Property of ▇▇▇▇▇▇ and its Subsidiaries) from designing, producing, marketing, selling or distributing Network Diagnostic Equipment or providing or furnishing Network Diagnostic Services, (C) the Sellers or their Affiliates from complying with their obligations and commitments pursuant to their agreements with Iwatsu listed on Schedule 1.2(c), or (D) the Sellers or their Affiliates from owning, operating and conducting the Excluded Digitech Product Lines. (b) From the Closing Date until the two anniversary thereof, neither the Sellers nor any of their respective Affiliates may, without the prior written consent of GenTek, directly or indirectly, have or engage, or solicit for employment or other services, whether as an employee, officer, director, agent, consultant or otherwiseindependent contractor, in any business Key Employee or any Other Employee; provided that is competitive with the business of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”); provided, however, that it this Section 5.7(b) shall not be deemed prevent the Sellers or their Affiliates from (i) soliciting employment pursuant to be a violation of this Section 6.7(b) for any Seller general advertisement or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, employing any Key Employee or any Other Employee who contacts the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates toon his or her own initiative without any direct or indirect solicitation by or encouragement by the Sellers or their Affiliates, recruit, offer employment, employ, engage as other than any solicitation pursuant to a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationgeneral advertisement. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. (ia) For a period During the Restricted Period, each of five (5) years from and after the Closing Date, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as an owner, employee, consultant or otherwise, in any business that is competitive with the business of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”); provided, however, that it shall not be deemed to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permitpermit any of its Affiliates to, cause directly or indirectly, (i) engage in or assist others in engaging in a Competing Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in a Competing Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; (iii) intentionally interfere in any material respect with the business relationships (whether formed before or after the date of this Agreement) of the Company, Buyer or any of their respective Affiliates; or (iv) solicit, induce, call on or attempt to solicit, induce or call on, any of the customers of or any consultants or independent contractors who provide services to or on behalf of the Company, Buyer or any of their respective Affiliates for the purposes of diverting business or services from the Company, Buyer or any of their respective Affiliates. Notwithstanding the foregoing, during the Restricted Period: (1) each Seller may own, directly or indirectly, solely as a passive investment, securities of any Person traded on any national securities exchange if such Seller does not a control such Person and does not, directly or indirectly, own 2% or more of any class of securities of such Person or participate in the management thereof, (2) with respect to any entity in which Momentum holds an interest as of the date hereof (a “Pre-Closing Portfolio Company”), Momentum, its manager and its owner (collectively, “MEP”) shall not be deemed to have violated this Section 7.4(a) solely by reason of MEP’s or any of its investment professionals’ (i) service as a board member or board observer or, if the Pre-Closing Portfolio Company is a limited liability company, as the manager of a Pre-Closing Portfolio Company or (ii) direct or indirect ownership of a Pre-Closing Portfolio Company, so long as, in the case of each of the foregoing clauses (i) and (ii), MEP or any of its investment professionals shall not have directly or indirectly, proposed, encouraged or otherwise identified or been actively involved in the action that would otherwise be prohibited by the provisions of this Section 7.4(a) and (3) with respect to any entity in which Momentum initially acquires an interest after the date hereof (a “Post-Closing Portfolio Company”), MEP shall not be deemed to have violated this Section 7.4(a) solely by reason of MEP’s or any of its investment professionals’ (i) service as a board member or board observer or, if the Post-Closing Portfolio Company is a limited liability company, as the manager of a Post-Closing Portfolio Company or (ii) direct or indirect ownership of a Post-Closing Portfolio Company, so long as, in the case of each of the foregoing clauses (i) and (ii), the Post-Closing Portfolio Company is not engaged in or assisting others in engaging in a Competing Business in the Territory at the time of any investment by MEP and MEP or any of its investment professionals shall not have directly or indirectly, proposed, encouraged or otherwise identified or been actively involved in the action that would otherwise be prohibited by the provisions of this Section 7.4(a). (b) For a period of five years commencing on the Closing Date, each of the Sellers shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire, ▇▇▇▇▇▇▇▇.▇▇.▇▇▇▇▇▇▇▇ solicit or induce, or attempt to solicit, hire or induce, any employee of the Company, Buyer or their Affiliates or encourage any such employee to leave or reduce such employment for any reason whatsoever or hire, offer to hire, provide employment or otherwise engage, either on a full-time or part-time basis or a consulting basis, any such employee of the Company, Buyer or their Affiliates; provided that nothing in this Section 7.4(b) shall prevent any Seller or any of its Affiliates from hiring (x) any employee whose employment has been terminated by the Company, Buyer or their Affiliates (except if such employee caused himself or herself to be terminated so that such employee could be hired, directly or indirectly, by any Seller or any of its Affiliates); (y) after 180 calendar days from the date of termination of employment, any employee whose employment has been terminated by the employee; or (z) any employee who responds to a general solicitation that is not directed specifically to any Buyer or Company employees or the employees of their Affiliates; provided further that, from and after the later of (i) two years after the Closing Date and (ii) six months after the expiration or termination of the Sublease Agreement in accordance with its terms, no Seller shall be deemed to have violated this Section 7.4(b) if an Affiliate of such Seller takes action that would otherwise be prohibited by the provisions of this Section 7.4(b) so long as such Seller did not, directly or indirectly, refer, engage or participate in, propose or facilitate the solicitation, hiring or inducement by such Affiliate that would otherwise be prohibited by the provisions of this Section 7.4(b). (c) At all times, each Seller shall, and shall cause its Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in keep confidential and not disclose to any other manner persuade Person or attempt to persuade, any Person who is an employee use for its own benefit or the benefit of any Transferred other Person any confidential or proprietary information, technology, know-how, trade secrets, industrial designs, franchises, inventions or other industrial and Intellectual Property regarding the Company or any of its businesses or operations (“Confidential Information”) in its possession or control. The obligations of the parties under this Section 7.4(c) shall not apply to leave Confidential Information which (i) is or becomes generally available to the employ public without breach of such Transferred Companythe commitment provided for in this Section 7.4(c); or (ii) is required to be disclosed by Law, order or regulation of a court or tribunal or Governmental Authority; provided, however, that it that, in any such case, the disclosing party shall not be deemed notify the Company as early as practicable prior to be disclosure to allow the Company to take appropriate measures to preserve the confidentiality of such Confidential Information. (d) If a violation Seller breaches, or threatens to commit a breach of, any of the provisions of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of 7.4, Buyer and the Company who has been employed as an airplane pilot for shall have the 43 Companyright and remedy to have such provision specifically enforced by any court having competent jurisdiction (without any requirement to post a bond), it being acknowledged and agreed that any such breach or (b) an officer threatened breach will cause irreparable injury to each of Buyer, the Company who is terminated by a Transferred Company or resigns therefrom their Affiliates and that money damages will not provide an adequate remedy. The foregoing rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to hire an employee of Buyer and the Company who had worked under Law or in an administrative position directly for such officer immediately before such termination or resignationequity. (iiie) If Each Seller acknowledges and agrees that the final judgment of a court of competent jurisdiction declares that any term or provision of restrictions contained in this Section 6.7(b) is invalid or unenforceable, 7.4 are reasonable and necessary to protect the parties hereto agree that the court making the determination legitimate interests of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.Buyer and

Non-Competition; Non-Solicitation. (a) As an inducement for Purchaser to enter into the Purchase Agreement and for Purchaser to fulfill its obligations under both agreements, for the consideration recited herein and for additional consideration, the receipt and sufficiency of which are hereby acknowledged, Shareholder agrees that for a period commencing on the Closing Date and ending on the day immediately preceding the three (3) year anniversary of the Closing Date with Purchaser or its subsidiaries or affiliates (the “Restriction Period”): (i) For a period of five (5) years from and after the Closing DateShareholder shall not, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as an ownerengage or invest in, employeeown, consultant manage, operate, finance, control, or otherwiseparticipate in the ownership, management, operation, financing, or control of, be employed by, associated with, consult with or in any manner connected with, lend Shareholder’s name or any similar name to, lend Shareholder’s credit to, or render services or advice to, any business which is conducting any business which is engaged or plans to engage in any of the Restricted Activities in the Restricted Area. Notwithstanding the foregoing, the following shall not constitute a breach of the provisions of this Section 5(a)(i), (A) participation in the ownership, management, operation, financing or control of, employment, or association with, Eagle Operating, Inc., a North Dakota corporation (“Eagle Operating”), to the extent that is competitive with Eagle Operating engages in the business of operating the equipment (including any Transferred Company as and where it is conducted modifications, repairs or replacements thereof) listed on Exhibit A attached hereto on the Closing Date properties owned in whole or in part by Eagle Operating and (a “Competitive Business”); provided, however, that it shall B) the purchase or acquisition of up to (but not be deemed to be a violation of this Section 6.7(bmore than) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five one percent (51%) of any class of securities of any enterprise (but without other participation in the outstanding ownership interest in activities of such Personenterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. Shareholder agrees that this covenant is reasonable with respect to its duration, geographical area and scope of activity to be restrained. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers Shareholder shall not, and shall not permitdirectly or indirectly, cause either for himself or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade person, (A) induce or attempt to persuade, induce any Person who is an employee of Purchaser (or any Transferred Company subsidiary or affiliate) to leave the employ of Purchaser or such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, subsidiary or affiliate or (bB) an officer in any way interfere with the relationship between Purchaser (or any subsidiary or affiliate) and any of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationits employees. (iii) If Shareholder shall not, directly or indirectly, either for himself or any other person, induce or attempt to induce any customer, supplier, licensee or business relation of Purchaser to cease doing business with Purchaser or in any way interfere with the final judgment relationship between any customer, supplier, licensee or business relation and Purchaser. Without limiting the generality of any of the restrictions contained in Section 5, Shareholder shall not, directly or indirectly, either for himself or any other person, solicit the business of any person known to Shareholder to be a customer or prospective customer of Purchaser with respect to products, services or activities which compete in whole or in part with any of the products, services or activities of Purchaser; provided this prohibition shall not apply to general advertisements in newspapers or other widely distributed publications, media or mail, whether electronic or otherwise not targeted toward a specific customer. (b) In the event of a court breach by Shareholder of competent jurisdiction declares that any term or provision of this covenant set forth in Section 6.7(b) is invalid or unenforceable5(a), the parties hereto agree term of such covenant will be extended by the period of the duration of such breach. (c) Shareholder agrees that he will not, at any time during or after the court making the determination Restriction Period, disparage Purchaser or any of invalidity or unenforceability will have the power to reduce the scopeits subsidiaries, durationaffiliates, territory shareholders, members, directors, managers, officers, employees, agents or other term representatives of Purchaser or provision, to delete specific words its subsidiaries or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedaffiliates.

Non-Competition; Non-Solicitation. (ia) For a period of five (5) years from and after the Closing DateDate the (“Restricted Period”), no without the prior written consent of Purchaser, Seller shallshall not and shall cause its Affiliates not to, directly or indirectly: (i) enter into or engage in, or shall permitpromote or assist (financially or otherwise) others in entering into or engaging in, cause or encourage the business of repairing and distributing hydraulic, pneumatic, measurement and instrumentation products in the field of motion control and automation and other related motion control and automation products (the “Competing Business”) in the United States (the “Territory”); (ii) have an interest in any of its Affiliates toPerson that engages, engage directly or indirectly, in the Competing Business in the Territory in any capacity, including as an ownera partner, shareholder, member, employee, consultant principal or otherwiseconsultant; (iii) sell, or offer for sale, any products or services in any business that is competitive competition with the Competing Business in the Territory; or (iv) solicit, induce or encourage or attempt to solicit, induce or encourage any client, customer, supplier or other material business relationship of any Transferred Company as and where it is conducted on the Closing Date Target Companies to reduce or terminate such Person’s relationship with Purchaser or its Affiliates (a “Competitive including the Target Companies after the Closing) in connection with the Competing Business”); provided, however, that it shall not be deemed to be a violation . Notwithstanding the foregoing provisions of this Section 6.7(b) for 6.13(a), nothing in this Agreement shall prohibit Seller, any Seller of Seller’s Affiliates or any of its Affiliates to invest in any Person which invests intheir equityholders from acquiring, manages holding or operates a Competitive Businessowning, so long as such investment is directly or indirectly, (a) less than five percent (5%) of the outstanding ownership stock of a publicly held corporation whose stock is traded on a national securities exchange or in the over the counter market or of a Person registered under the Investment Company Act of 1940, as amended, or (b) any passive interest in a private investment fund or vehicle; provided, that (i) the foregoing clause (b) shall not apply if the primary purpose of such Personprivate investment fund or vehicle is providing capital to or investing in any Competing Business; and (ii) neither Seller nor any of Seller’s Affiliates shall directly or indirectly participate in the management or decision making of any portfolio company, business or other Person owned by such private investment fund or vehicle that engages in the Competing Business, including being a member of the board of directors/managers, participating in board of director/manager meetings, having board of director/manager observer rights or having any informational rights not provided to other investors. (iib) For a period of five (5) years from and after During the Closing DateRestricted Period, except with the advance consent of the Buyer, the Sellers Seller shall not, not and shall cause its Affiliates not permit, cause or encourage any of their Affiliates to, recruitdirectly or indirectly, offer employmentsolicit, employinduce, engage as a consultant, lure encourage or entice away, or in any other manner persuade hire or attempt to persuadesolicit, induce, encourage or hire, any Person who is Employee to become an employee of employee, consultant or contractor to or for any Transferred Company to leave Person; provided that the employ of such Transferred Company; provided, however, that it foregoing shall not be deemed to be restrict Seller or any of its Affiliates from soliciting or hiring any Person (i) whose employment is terminated more than six (6) months prior to the date of the first solicitation, or (ii) who responds to a violation general and public solicitation not specifically targeted at such employees (including by any bona fide search firm or employment agency that is not directed to solicit such employees). (c) Seller acknowledges that a breach or threatened breach of this Section 6.7(b)(ii) 6.13 would give rise to irreparable harm to Purchaser, for (a) 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 Seller such obligations, Purchaser shall, in addition to hire any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an employee of the Company who has been employed as an airplane pilot for the 43 Companyinjunction, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of specific performance and any other relief that may be available from a court of competent jurisdiction declares (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 6.13 are reasonable and necessary to protect the legitimate interests of Purchaser and constitute a material inducement to Purchaser to enter into this Agreement and consummate the Contemplated Transactions. In the event that any term or provision of covenant contained in this Section 6.7(b) 6.13 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is invalid expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or unenforceableservice, the parties hereto agree that the court making the determination of or other limitations permitted by applicable Law. The covenants contained in this Section 6.13 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability will have the power to reduce the scope, duration, territory or other term or provision, to delete specific words or phrases, or to replace of any invalid or unenforceable term such covenant or provision with a term as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedin any other jurisdiction.

Non-Competition; Non-Solicitation. (ia) For a period of five (5) three years from and after the Closing Date, no Seller shallagrees that, without the prior written consent of Buyer, it will not, and will cause its Subsidiaries not to, provide technical, professional and mission support services involving (w) military pre-positioning operations, total package fielding and automated fuel handling, (x) ground-based space mission services, (y) physical and cyber security for facilities of U.S. Government Agencies, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as an owner, employee, consultant or otherwise(z) the MSA Services, in any business that is competitive each case, in competition with the business of any Transferred the Company as and where it is conducted on the Closing Date (a “Competitive Competing Business”); provided, however, that it nothing in this Section 6.07(a) shall not be deemed to be a violation of this Section 6.7(b) for limit in any way or preclude Seller or any of its Affiliates to invest Subsidiaries from: (i) engaging in any activity (other than the Business) not conducted by the Company as of the Closing Date; (ii) engaging in any activity for customers other than U.S. Government Agencies conducted by Seller or any Subsidiary of Seller (other than the Company) as of the Closing Date; (iii) providing any services, other than MSA Services, to Seller or any Subsidiary of Seller; provided that Seller and any Subsidiary of Seller may provide MSA Services to Seller or any Subsidiary of Seller in the event Seller provides notice of breach to the Company pursuant to the terms of the MSA; (iv) acquiring any Person which invests in, manages or operates a Competitive business that engages in any Competing Business, so long as ; provided that (A)(1) the engagement in such investment is Competing Business does not constitute more than 20% of the revenue of the Person or business to be acquired for the most recent fiscal year of any such Person or business and (2) such Competing Business produced revenues less than five percent $500 million in the aggregate for the most recent fiscal year of such Person or business or (5%B) if the Competing Business does constitute more than 20% of the outstanding ownership interest revenues of the Person or business to be acquired or such Competing Business produced revenues in excess of $500 million, Seller shall use its reasonable best efforts to divest that portion of such PersonPerson or business that engages in the Competing Business within twelve months after its acquisition of the Competing Business; (v) acquiring securities by any pension trust or similar employee benefit plan investment vehicle of Seller (or its Affiliate); provided that any securities acquired shall be held for investment purposes only and such benefit plans comply with ERISA requirements as to the independence of investment decisions; (vi) exercising its rights or complying with its obligations under this Agreement or any of the Ancillary Agreements; or (vii) without limiting the foregoing, researching and developing, designing, manufacturing, marketing, offering or selling any product, service or activity listed on Schedule 6.07(a). (iib) Notwithstanding anything to the contrary in this Agreement, the prohibitions in Section 6.07(a) shall not apply to any unaffiliated third party acquirer of Seller and such acquiror’s Affiliates after a change of control of Seller. (c) For a period of five (5) three years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers (i) Seller shall not, and shall cause its Subsidiaries not permit, cause or encourage any of their Affiliates to, recruitwithout the prior written consent of Buyer, offer employmentdirectly or indirectly, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of solicit for employment any Transferred Company to leave the employ of such Transferred CompanyEmployee; provided, however, provided that it shall not (A) neither Seller nor its Subsidiaries will be deemed to have solicited any such Transferred Employee who responds to any general media advertisement or job posting placed by or on behalf of Seller or any of its Subsidiaries, unless, solely to the extent prior to such response, Seller or its Subsidiaries otherwise solicited such Transferred Employee (including by specifically directing such Transferred Employee to such advertisement or posting) and (B) Seller or any of its Subsidiaries may solicit any such Transferred Employee whose employment has been involuntarily terminated by Buyer or its Subsidiaries not less than one year prior to any direct or indirect solicitation by Seller or any of its Subsidiaries; and (ii) Seller shall, and shall cause its Subsidiaries to, instruct all employment search firms engaged by Seller or any of its Subsidiaries not to, directly or indirectly, solicit for employment any Transferred Employee; provided that Seller shall be a deemed to not have solicited any Transferred Employee in violation of Section 6.07(c)(i) and to not have violated Section 6.07(c)(ii) if Seller does not, and causes its Subsidiaries not to, without the prior written consent of Buyer, hire or employ from Buyer or its Affiliates any Transferred Employee solicited by such search firm in contravention of Seller’s or its Subsidiaries instructions pursuant to this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation6.07(c). (iiid) If In the final judgment event that any of a the covenants contained in this Section 6.07 shall be determined by any court of competent jurisdiction declares that to be unenforceable by reason of its extending for too long a period of time or over too large a geographical area or by reason of being too extensive in any term or provision of other respect, the covenants contained in this Section 6.7(b) is invalid or unenforceable6.07 shall be interpreted to extend only over the longest period of time for which they may be enforceable, and/or over the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power largest geographical area as to reduce the scope, duration, territory or other 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, and this Agreement will which they may be enforceable and/or to the maximum extent in all other aspects as so modified after the expiration of the time within to which the judgment they may be appealedenforceable, all as determined by such court in such action.

Non-Competition; Non-Solicitation. (a) At all times during the Restricted Period, neither Principal C&E Shareholder shall, directly and indirectly, (i) For become employed by, (ii) engage in business with, (iii) serve as an agent or consultant to, or (iv) become a period partner, member, principal or stockholder (other than a holder of five less than 5% of any outstanding publicly held security) of, any Person that competes in any material way with any part of the business of the Company or any Subsidiary. Each Principal C&E Shareholder agrees and acknowledges that the Company and the Subsidiaries are engaged in business in each of the states of the United States and throughout the world. (5b) years from and after At all times during the Closing DateRestricted Period, no Seller neither Principal C&E Shareholder shall, directly and indirectly, for his own account or shall permitfor the account of any other Person, cause (i) solicit for employment, employ or encourage otherwise interfere with the relationship of the Company or any Subsidiary with any person throughout the world who is or was employed by or otherwise engaged to perform services for the Company or any Subsidiary other than any such solicitation or employment on behalf of its Affiliates tothe Company or any Subsidiary, or (ii) induce any employee of the Company or any Subsidiary who is a member of management to engage in any activity which the Principal C&E Shareholder is prohibited from engaging in under this Section 5.5 or to terminate his employment with the Company or such Subsidiary. (c) At all times during the Restricted Period, neither Principal C&E Shareholder shall, directly and indirectly, for his own account or for the account of any other Person, solicit or otherwise attempt to establish any business relationship with any Person, which is or was a supplier, customer, client or distributor of the Company or any Subsidiary, with respect to any business or activity that competes or would compete, directly or indirectly, as an owner, employee, consultant or otherwise, in any business that is competitive material way with any part of the business of the Company or any Transferred Company as Subsidiary. (d) Each Principal C&E Shareholder acknowledges and where it agrees that (i) the covenants, obligations and agreements of such Principal C&E Shareholder contained in this Section 5.5 relate to special, unique and extraordinary matters, (ii) Swedish Match is conducted and will be relying on such covenants in connection with purchases of C&E Shares pursuant to the Closing Date Put Rights or Call Rights, and (a “Competitive Business”); provided, however, that it shall not be deemed to be iii) a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ terms of such Transferred Company; providedcovenants, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of obligations or agreements will cause the Company who has been employed as an airplane pilot and Swedish Match irreparable injury for the 43 Companywhich adequate remedies are not available at law. Therefore, or (b) an officer of each Principal C&E Shareholder agrees that the Company who is terminated by a Transferred Company and Swedish Match shall be entitled to an injunction, restraining order or resigns therefrom such other equitable relief (without the requirement to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iiipost bond) If the final judgment of as a court of competent jurisdiction declares that may deem necessary or appropriate to restrain such Principal C&E Shareholder from committing any term violation of such covenants, obligations or provision of this Section 6.7(b) is invalid or unenforceable, agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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 Company and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment Swedish Match may be appealedhave.

Non-Competition; Non-Solicitation. (ia) For a period of five (5) three years from and after the Closing Date, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as an owner, employee, consultant or otherwise, in any business that is competitive with the business of any Transferred Company as and where it is conducted commencing on the Closing Date (a the “Competitive Restricted Period”), each of E▇▇▇ ▇▇▇▇▇▇▇ and T▇▇▇▇ ▇▇▇▇▇ shall not, and shall not permit any of its controlled Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in any business that competes with the business engaged in by Company as of the Closing Date (the “Restricted Business”) anywhere in the world (the “Territory”); (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client or customer of Company during the one-year period preceding the prohibited conduct with whom the applicable Seller has had substantial dealings or supervisory authority (each, a “Covered Customer”) to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, such Seller may (1) engage in the activities set forth on Section 8.12 of the Company Disclosure Letter or (2) own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange or national market system if such Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 2% or more of any class of securities of such Person. (b) During the Restricted Period, each Seller shall not, and shall not permit any of its controlled Affiliates to, directly or indirectly, hire or solicit any Person who is offered employment by Buyer pursuant hereto or is or was employed by the Buyer during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, that it shall not be deemed to be a violation of nothing in this Section 6.7(b8.12(b) for any shall prevent such Seller or any of its Affiliates to invest in from hiring (i) any Person which invests inemployee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of any employee whose employment has been terminated by the outstanding ownership interest in such Personemployee. (iic) For Each Seller acknowledges that a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause breach or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation threatened breach of this Section 6.7(b)(ii) 8.12 may give rise to irreparable harm to Buyer, for (a) which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such Seller of any Seller such obligations, Buyer shall, in addition to hire any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an employee of the Company who has been employed as an airplane pilot for the 43 Companyinjunction, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of specific performance and any other relief that may be available from a court of competent jurisdiction declares that (without any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power requirement to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedpost bond).

Non-Competition; Non-Solicitation. CONFIDENTIALITY. Each of Seller and Suri hereby covenants and agrees: (ia) For that for a period of five one (51) years year from and after the Closing DateClosing, no Seller shallneither Seller, Suri, nor any company controlling, controlled by, or shall permitunder common control with Seller or Suri, cause or encourage any of its Affiliates towill, engage directly or indirectly, either alone, or in partnership, or in conjunction with person, company or entity as an ownerprincipal, employeeagent, consultant shareholder, or joint venturer: (i) conduct business which is similar to the Business; (ii) engage in the sale at products and/or services which similar to the products or services sold and/or provided by Seller in the conduct of the Business to any person, company or entity which in the two (2) year period immediately preceding the Closing was a customer of Seller in the Business or was a competitor of any such customer; (iii) except for appropriate notification of the sale of the Assets and the appointment of the Purchaser as Seller's sole and exclusive subdistributor pursuant to Section 36, affirmatively interfere with, disrupt, or attempt to disrupt, in any manner, the relationship, contractual or otherwise, in between Purchaser and any business that person who is competitive with or was a customer or supplier of Seller for the business Business at any time during the two (2) year period immediately prior to the Closing for products and/or services of any Transferred Company type or quality provided to such customer or for supplies acquired from such supplier by Seller for the Business; or (iv) solicit for employment or other working relationship any of the employees hired by Purchaser; and (b) to hold in confidence all Confidential and Proprietary Information, and that each of them will not disclose or use or permit the disclosure or use of the Confidential and Proprietary Information at any time, except as may be required as a matter of law, or at any judicial or governmental proceeding; and (c) that (i) the time duration and where it is conducted on geographic and other scope limitations contained in this Section 14 are reasonable and are required for the Closing Date (a “Competitive Business”)reasonable protection of Purchaser's investment in the Assets and the Business and constitute an integral part of the consideration given by Seller and Suri in exchange for the Purchase Price; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the a court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory competent jurisdiction or other term or provision, trier of fact may modify and enforce the covenants contained in this Section 14 to delete specific words or phrases, or to replace the extent it deems reasonable under the circumstances at that time and such modification shall be binding on the parties hereto and (ii) 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 breach by any of them of any of the invalid terms of this Section 14 may cause substantial and irreparable injury to Purchaser in amounts which may be difficult or unenforceable term or provisionimpossible to ascertain, and this Agreement will be enforceable as so modified after covenants and agrees that in the expiration event of the time within which the judgment may be appealed.such

Non-Competition; Non-Solicitation. (ia) For a period of five (5) three years from and after the Closing Date, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as an owner, employee, consultant or otherwise, in any business that is competitive with the business of any Transferred Company as and where it is conducted commencing on the Closing Date (a the “Competitive BusinessRestricted Period”); provided, however▇▇▇▇ ▇▇▇▇▇▇▇, that it shall not be deemed ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Restricted Persons”), in connection with the sale of all Shares owned by each Restricted Person in the Company, including its goodwill, which Purchaser considers to be a violation of this Section 6.7(b) valuable asset, and in exchange for any good and valuable consideration offer to each Restricted Person as a Seller or any of its Affiliates to invest in any Person which invests inhereunder, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage permit any of their Affiliates to, recruit, offer employment, employ, directly or indirectly: (i) engage as in or assist others in engaging in a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave business that directly competes with the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee business of the Company who has been employed as an airplane pilot currently conducted anywhere in the Restricted Territory, provided that for the 43 Companyperiod commencing on the second anniversary of the Closing Date until the third anniversary of the Closing Date, or the restrictions set forth in this clause (bi) an officer shall only be applicable to the businesses set forth on Schedule 6.11(a)(i) of the Company who is terminated by Disclosure Schedule; (ii) have an interest in any Person that engages directly or indirectly in a Transferred Company or resigns therefrom to hire an employee business that directly competes with the business of the Company who had worked as currently conducted in any capacity anywhere in the Restricted Territory, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant, provided that for the period commencing on the second anniversary of the Closing Date until the third anniversary of the Closing Date, the restrictions set forth in this clause (ii) shall only be applicable to interests in Persons set forth on Schedule 6.11(a)(ii) of the Company Disclosure Schedule; or (iii) intentionally interfere in any material respect with the business relationships (whether formed before or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing: (i) a Restricted Person may own, directly or indirectly, solely as an administrative position investment, securities of any Person traded on any stock exchange if such Restricted Person is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 2% or more of any class of securities of such Person; (ii) this Section 6.11(a) shall not restrict the Restricted Person from acting as an employee, agent, representative, designer, consultant, advisor, manager, licensor, sublicensor, licensee or sublicensee of, for or to any business unit of any Person where such officer immediately before such termination or resignation.business unit does not carry on a business that directly competes with the business of the Company as currently conducted; and (iii) If nothing contained herein shall restrict the final judgment Restricted Person from any general advertisements, posts or similar solicitations or activities not on behalf of any business that directly competes with the business of the Company as currently conducted. (b) During the Restricted Period, each Restricted Person shall not, directly or indirectly, solicit, encourage or entice, or attempt to solicit, encourage or entice any employee or independent contractor of the Company to leave his or her employment or contractor relationship, except pursuant to a general advertisements, posts or similar solicitations or activities that are not directed specifically to any such employees or independent contractors. (c) During the Restricted Period, each Restricted Person shall not, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company; provided that nothing contained herein shall restrict any Restricted Person from any general advertisements, posts or similar solicitations or activities not on behalf of any business that directly competes with the business of the Company as currently conducted. (d) Each Restricted Person acknowledges that a breach or threatened breach of this Section 6.11 would give rise to irreparable harm to Purchaser, 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 such Restricted Person of any such obligations, Purchaser shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an interim or permanent injunction, specific performance and any other relief that may be available from a court of competent equitable jurisdiction declares (without any requirement to post a bond or other security). (e) Each Restricted Person acknowledges that any term or provision of the restrictions contained in this Section 6.7(b) is invalid or unenforceable, 6.11 are reasonable and necessary to protect the parties hereto agree that legitimate interests of Purchaser and goodwill of the court making Company and constitute a material inducement to Purchaser’s entering into this Agreement and consummating the determination of Transactions. The covenants contained in this Section 6.11 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability will have the power to reduce the scope, duration, territory or other term or provision, to delete specific words or phrases, or to replace of any invalid or unenforceable term such covenant or provision with a term as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedin any other jurisdiction.

Non-Competition; Non-Solicitation. (a) From the Closing Date through the end of the three-year period beginning on the first day following of the Closing (the “Noncompetition Period”), the Cliffstar Companies agree not to, directly or indirectly: (i) For engage in a “Competitive Business,” which for the purpose of this Agreement means a private label, shelf stable juice business that competes with the Business as conducted as of the Closing Date and whose principal executive office is located anywhere within the United States or Canada; or (ii) either: (A) solicit for a Competitive Business or endeavor to entice away, any Person who placed an order with the Cliffstar Companies within the twelve-month period of five (5) years from and after immediately prior to the Closing Date; (B) (1) solicit, recruit or hire any employees of the Cliffstar Companies or Persons who work for any Cliffstar Company as of the Closing Date in order to engage in a Competitive Business; and/or (2) encourage any employee of the Cliffstar Companies to leave the employment of the same in order to engage in a Competitive Business; or (C) assist any Person or entity in any way to do, or attempt to do, anything prohibited by this Section 5.04(a) (except for responding to requests for reference checks). (b) Nothing in this Section 5.04 shall preclude or prohibit the Cliffstar Companies from (i) owning not more than 5% of the equity interests of any Person that is engaged in any Competitive Business, and (ii) acquiring (whether by means of acquisition, asset purchase, merger, consolidation, similar business combination or otherwise) a Person engaged in a Competitive Business together with other lines of business if the percentage of such Competitive Business represents no more than 10% of the acquired Person’s assets (measured by the most current financial statements published by the acquired Person in the ordinary course of business) and does not relate to the Competitive Business. (c) During the Noncompetition Period, no Seller Cliffstar Company shall, or shall permit, cause or encourage permit any of its Affiliates or Representatives (including the Sellers’ Representative) to, engage directly or indirectly, as an ownerhire or solicit any Business Employee who is offered employment by Purchaser, employeePurchaser Sub, consultant or otherwisetheir respective Affiliates or is or was employed in the Business during the Noncompetition Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided that nothing in any business that is competitive with the business of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”); provided, however, that it shall not be deemed to be a violation of this Section 6.7(b5.04(c) for shall prevent any Seller Cliffstar Company or any of its their Affiliates to invest in any Person which invests in, manages from (i) publishing general recruitment/help wanted advertisements or operates a Competitive Businessmaking other general postings via other media of employment opportunities or listings, so long as such investment advertisement, posting or listing is less than five percent (5%) of the outstanding ownership interest in such Person. not specifically targeted to Business Employees or (ii) For a period of five hiring (5x) years from and after the Closing Dateany Business Employee whose employment has been terminated by Purchaser, except with the advance consent of the BuyerPurchaser Sub, the Sellers shall not, and shall not permit, cause or encourage any of their respective Affiliates to, recruit, offer or (y) after 180 days from the date of termination of employment, employ, engage as any Business Employee whose employment has been terminated by such Business Employee or (z) a consultant, lure Business Employee who responds to any general recruitment/help wanted advertisement or entice away, or other general posting contemplated in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation clause (i) of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationproviso. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. (ia) For PPR hereby undertakes (and shall procure that the Seller and its Affiliates undertake), for a period of five three (53) years from and after the Closing Date, no Seller shall, not to engage in a Competing Business or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as an owner, employee, consultant or otherwise, to use in any business that is competitive with way the business of any Transferred Company as and where it is conducted on the Closing Date (name “Pinault Bois et Matériaux” or “PBM” or a “Competitive Business”); substantially similar name provided, however, that it nothing herein contained shall not be deemed to be a violation of this Section 6.7(b) for any prevent or restrict the Seller or any of its Affiliates to invest in from carrying on any Person which invests inbusiness conducted by any of them on the date of this Agreement, manages including any retail sale and distribution (distribution grand public) carried on by Conforama S.A. and Redcats S.A. or operates a Competitive Business, so long as such investment is less than five percent (5%) any of the outstanding ownership interest in such PersonSeller’s other Affiliates at the date of this Agreement. For the purposes of this Section, “Competing Business” shall mean the business of (i) import and transformation of wood and (ii) sale and distribution of wood and building materials as carried on by the Company and the Subsidiaries on the date hereof. (iib) For Except as regards ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, PPR hereby further undertakes (and shall procure that the Seller and its Affiliates undertake), for a period of five one (51) years year from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall Date not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade to hire or attempt to persuadehire, any Person who is an employee either directly or indirectly, management staff (cadres and cadres supérieurs) from the Company or the Subsidiaries, or incite members of any Transferred Company such staff to leave any positions they occupy now or in the employ future within the Company or the Subsidiaries. For the avoidance of such Transferred Company; provideddoubt, however, that it the Seller and its Affiliates shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) restricted from hiring any Seller to hire an employee of the Company or the Subsidiaries who has been employed as an airplane pilot for terminated his employment with the 43 Company, Company or (b) an officer the Subsidiaries without any interference of the Company Seller or its Affiliates or who is terminated by a Transferred Company or resigns therefrom has responded to hire an employee any general recruitment advertisements of the Company who had worked in an administrative position directly for such officer immediately before such termination Seller or resignationits Affiliates. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. The parties acknowledge that Employee will acquire much knowledge and information concerning the business of the Company and its affiliates as the result of Employee's employment. The parties further acknowledge that the scope of business in which the Company is engaged as of the date of execution of this Agreement is world-wide and very competitive and one in which few companies can successfully compete. Certain activities by Employee after this Agreement is terminated would severely injure the Company. Accordingly, until one year after Employee resigns pursuant to Section 8(e) or Employee's employment is terminated for Cause as contemplated by Section 8(a), Employee will not: (ia) For a period of five Engage in any work activity for or in conjunction with any business or entity that is in competition with or is preparing to compete with the Company; (5b) years from and after Persuade or attempt to persuade any potential customer or client to which the Closing Date, no Seller shall, Company or shall permit, cause or encourage any of its Affiliates tohas made a proposal or sale, engage directly or indirectlywith which the Company or any of its Affiliates has been having discussions, as an ownernot to transact business with the Company or such Affiliate, employee, consultant or otherwise, in any instead to transact business that is competitive with another person or organization; **Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with the Securities & Exchange Commission. (c) Solicit the business of any Transferred customers, financing sources, clients, suppliers, or business patrons of the Company as and where it is conducted on or any of its predecessors or affiliates which were customers, financing sources, clients, suppliers, or business patrons of the Closing Date (a “Competitive Business”); Company at any time during Employee's employment by the Company, or within three years prior to the commencement of Employee's employment by the Company, provided, however, that it shall if Employee becomes employed by or represents a business that exclusively sells products that do not be deemed compete with products then marketed or intended to be a violation marketed by the Company, such contact shall be permissible; or (d) Solicit, endeavor to entice away from the Company or any of this Section 6.7(b) for any Seller its Affiliates, or otherwise interfere with the relationship of the Company or any of its Affiliates with, any person who is employed by or otherwise engaged to invest in any Person which invests in, manages perform services for the Company or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates toits Affiliates, recruit, offer employment, employ, engage as a consultant, lure whether for Employee's account or entice away, or in for the account of any other manner persuade person or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationorganization. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. The Executive and the Company agree to the non-competition and non-solicitation provisions of this Paragraph 10(i) in consideration for the Confidential Information provided by the Company to the Executive pursuant to Paragraph 9; (ii) as part of the consideration for the compensation and benefits to be paid to the Executive hereunder; (iii) to protect the trade secrets and confidential information of the Company or its Affiliates disclosed or entrusted to the Executive by the Company or its Affiliates or created or developed by the Executive for the Company or its Affiliates, the business goodwill of the Company or its Affiliates developed through the efforts of the Executive and/or the business opportunities disclosed or entrusted to the Executive by the Company or its Affiliates; and (iv) as an additional incentive for the Company to enter into this Agreement. (i) For a period of five Subject to the exceptions set forth in Paragraph 10(b)(ii), the Executive covenants and agrees that during the Prohibited Period (5a) years the Executive will refrain from and after the Closing Datecarrying on or engaging in, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as any Competing Business in the Restricted Area and (b) the Executive will not, and the Executive will cause the Executive’s affiliates not to, directly or indirectly, own, manage, operate, join, become an owner, employee, consultant partner, owner or otherwisemember of (or an independent contractor to), control or participate in or loan money to, sell or lease equipment to or sell or lease real property to any business that is competitive with business, individual, partnership, firm, corporation or other entity which engages in a Competing Business in the business Restricted Area. (ii) Notwithstanding the restrictions contained in Paragraph 10(b)(i), the Executive or any of the Executive’s affiliates may own an aggregate of not more than 1% of the outstanding voting securities of any Transferred class of an entity engaged in a Competing Business, if such securities are listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Paragraph 10(b), provided that neither the Executive nor any of the Executive’s affiliates (A) has the power, directly or indirectly, to control or direct the management or affairs of such entity and (B) is involved in the management of such entity. (iii) The Executive further covenants and agrees that during the Prohibited Period, the Executive will not, and the Executive will cause the Executive’s affiliates not to (a) engage or employ, or solicit or contact with a view to the engagement or employment of, any person who is an officer or employee of the Company as and where it is conducted on the Closing Date (a “Competitive Business”); provided, however, that it shall not be deemed to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of canvass, solicit, approach or entice away or cause to be canvassed, solicited, approached or enticed away from the Company or any of its Affiliates any person who or which is terminated a customer of any of such entities during the period during which the Executive is employed by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationCompany. (iiiiv) If The Executive may seek the final judgment written consent of a court of competent jurisdiction declares that the Company, which may be withheld for any term or provision no reason, to waive the provisions of this Section 6.7(bParagraph 10 on a case-by-case basis. (v) is invalid or unenforceable, the parties hereto agree The Executive recognizes that the court making Executive is a high-level, executive employee who will be provided with access to trade secrets as part of the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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 Executive’s employment and that comes closest to expressing the intention restrictive covenants set forth in this Paragraph 10(b) are reasonable and necessary in light of the invalid or unenforceable term or provision, Executive’s position and this Agreement will be enforceable as so modified after access to the expiration of the time within which the judgment may be appealedCompany’s trade secrets.

Non-Competition; Non-Solicitation. (ia) For a period of five (5) years from and after the Closing DateDate (the “Restriction Period”), no neither the Seller shall, or shall permit, cause or encourage nor any of its Affiliates toshall, directly or indirectly through another person, anywhere in North America: (i) engage in any business or activity that competes, directly or indirectly, as an owner, employee, consultant or otherwise, in any business that is competitive with the business manufacture or sale of any Transferred stainless steel ingots, billets, and blooms engaged in by the Company as and where it is conducted on (the Closing Date (a “Competitive Restricted Business”); provided, however, that it shall providing forging or machining services to a competitor of the Company is not be deemed to be a violation Restricted Business; or (ii) invest in, own, manage, operate, finance, control, advise, render services, other than forging or machining services, to or guarantee the obligations of this any person engaged in any business or activity that competes with the Restricted Business; provided, however, that the Seller and any of its Affiliates may purchase or otherwise acquire up to (but not more than) three percent (3%) of any class of the securities of any person (but may not otherwise participate in the activities of such person) if such securities are listed on any national or regional securities exchange or have been registered under Section 6.7(b12(g) of the Securities Exchange Act of 1934, as amended. (b) During the Restriction Period, the Seller shall not directly or indirectly through another person, (i) solicit the business of any person who is a customer of the Company with respect to the Restricted Business; (ii) cause, induce or attempt to cause or induce any customer, supplier, licensee, licensor, franchisee, employee, consultant or other business relation of the Company to cease doing business with such parties, to deal with any competitor of the Company, or in any way interfere with its relationship with such parties; (iii) cause, induce or attempt to cause or induce any customer, supplier, licensee, licensor, franchisee, employee, consultant or other business relation of the Seller or its Affiliates on the Closing Date or within the year preceding the Closing Date to cease doing business with the Company, to deal with any competitor of the Company, or in any way interfere with its relationship with such parties with respect to the Business; (c) For a period of eighteen (18) months immediately following the Closing Date, except with respect to ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, which period shall be for three (3) years immediately following the Closing Date: (i) The Seller and its Affiliates will not, directly or indirectly, by or through any persons, hire, retain or attempt to hire or retain any employee or independent contractor of the Company or any of its Affiliates or in any way interfere with the relationship between the Company and any of its employees or independent contractors; provided that the foregoing shall not apply to general non-targeted employment advertisements of Seller or any of its Affiliates. (ii) The Purchaser will not, directly or indirectly, by or through any of their Affiliates hire, retain or attempt to hire or retain any employee or independent contractor of the Seller or any of its Affiliates to invest or in any Person which invests inway interfere with the relationship between the Seller or any of its Affiliates, manages as applicable, and any of their respective employees or operates a Competitive independent contractors; provided that the foregoing shall not apply to general non-targeted employment advertisements of Purchaser. (d) The Seller shall not make any disparaging statement, either orally or in writing, regarding the Purchaser, the Company, the Business, so long as products, or services thereof, or any of their respective equity holders, directors, officers, employees, or agents. The Purchaser shall not make any disparaging statement, either orally or in writing, regarding the Seller or the Parent or any of their respective businesses, directors, officers, employees or agents. (e) If, at the time of enforcement of this Section 5.03, a court shall hold that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such investment is less than five percent circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (5%f) The parties recognize and affirm that in the event of breach by any of them of any of the provisions of this Section 5.03, money damages would be inadequate, and the non-breaching party would have no adequate remedy at law. Accordingly, the Seller, on the one hand, and the Purchaser, on the other hand, agree that the non-breaching party (or its Affiliates, if applicable) shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and the breaching party’s obligations under this Section 5.03 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the outstanding ownership interest in such Person. provisions of this Section 5.03 (ii) For including, without limitation, the extension of the Restriction Period by a period of five equal to (5i) years from and after the Closing Date, except with the advance consent length of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii5.03 plus (ii) for (a) the length of any Seller court proceedings necessary to hire an employee stop such violation). In the event of a breach or violation by a party of any of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision provisions of this Section 6.7(b) is invalid or unenforceable5.03, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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 running of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration Restriction Period (but not of the time within which party’s obligations under this Section 5.03) shall be tolled with respect to the judgment may be appealedbreaching party during the continuance of any actual breach or violation.

Non-Competition; Non-Solicitation. (i) For As additional consideration for the issuance of this Stock Option to the Optionee, the Optionee hereby agrees that, if at anytime during and for a period of five (5) years from and one year after the Closing Datetermination of his or her employment with the Company no matter what the cause of that termination, no Seller shallhe or she engages for any reason, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, whether as an owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, consultant agent or otherwiseconsultant, or in any other capacity, on behalf of himself or herself or any firm, corporation or other business organization other than the Company and its subsidiaries in any one or more of the following activities: (a) the development, marketing, solicitation, or selling of any product or service that is competitive with the business products or services of the Company, or products or services that the Company has under development or that are subject to active planning at any time during Optionee's employment; (b) the use of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”); provided, however, that it shall not be deemed to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (ii) For a period of five (5) years from and after Company's confidential or proprietary information, copyrights, patents or trade secrets which was acquired by the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage Optionee as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot and its subsidiaries; or (c) any activity for the 43 Companypurpose of inducing, encouraging, or (b) an officer arranging for the employment or engagement by anyone other than the Company and its subsidiaries of any employee, officer, director, agent, consultant, or sales representative of the Company who and its subsidiaries or attempt to engage any of them in a manner which would deprive the Company and its subsidiaries of their services or place them in a conflict of interest with the Company and its subsidiaries; then (i) this Stock Option shall terminate effective on the date on which he or she first engages in such activity, unless terminated sooner by operation of any other term or condition of this Agreement or the Plan, and (ii) all gain resulting from the exercise of all or any portion of this Stock Option shall become immediately due and payable by Optionee to the Company. Optionee acknowledges and agrees that the activities set forth in this Section 9(a)-(c) are adverse to the Company's interests, and that it would be inequitable for Optionee to benefit from the exercise of this Stock Option should Optionee engage in any such activities during or within one year after termination of his or her employment with the Company. The Optionee may be released from his or her obligations as stated above only if the Committee (or its duly appointed agent) determines in its sole discretion that such action is terminated by a Transferred Company or resigns therefrom to hire an employee in the best interests of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationand its subsidiaries. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. (a) For the period commencing on the Closing Date and ending on the earlier of (i) For a period the fifth anniversary of five (5) years from and after the Closing Date, no Seller shall, Date or shall permit, cause or encourage (ii) a Newpark Change of Control (the “Restricted Period”) neither Newpark nor any of its Affiliates toSubsidiaries shall, except as permitted by this Section 5.7(a), engage directly in the business of providing environmental services in the United States (including the States of Alabama, Mississippi and Texas, and each of the Louisiana parishes listed on Schedule 5.7(a)) or indirectlythe Gulf of Mexico, as an ownerincluding any waste management, employeecollection, consultant receiving, transferring, processing or otherwisedisposal services that are, in any business that is material respect, similar to or competitive with with, the business of any Business as being conducted by the Transferred Company as and where it is conducted Entities on the Closing Date (a the “Competitive Covered Business”). This Section 5.7(a) shall cease to be applicable to any Person at such time as it is no longer an Affiliate or Subsidiary of Newpark. (b) Notwithstanding the provisions of Section 5.7(a), nothing in this Agreement shall preclude, prohibit or restrict Newpark or any of its Affiliates or Subsidiaries from (i) acquiring, owning or holding up to 5% of the outstanding securities of any entity whose securities are listed and traded on a national securities exchange or market or any securities required to be registered under the Securities Exchange Act of 1934; or (ii) engaging in any manner in any business activity that would otherwise violate this Section 5.7 that is acquired from any Person (an “Acquired Business”) or is carried on by any Person that is acquired by or combined with Newpark or a Subsidiary of Newpark at any time during the Restricted Period (an “Acquired Company”); provided, that, if the aggregate consolidated revenues of the Acquired Business or the Acquired Company attributable to the Covered Business for the fiscal year ending prior to the completion of such purchase or acquisition is in excess of 5% of the consolidated revenues of Newpark and its Subsidiaries for the fiscal year ending prior to such purchase or acquisition (the “Divestiture Threshold”), then, as soon as promptly practicable, Newpark or such Subsidiary shall dispose of all or a portion of the Acquired Business or the Acquired Company that comprises the Covered Business so that the aggregate consolidated revenues for the fiscal year ending prior to the completion of such purchase or acquisition of the remaining portion of the Acquired Business or the Acquired Company that comprises the Covered Business shall be less than the Divestiture Threshold. (c) During the Restricted Period, neither Newpark nor any of its Subsidiaries shall, directly or indirectly, (i) solicit for employment or employ any of the individuals listed on Schedule 5.7(c) or (ii) solicit for employment or employ any Transferred Employee (other than the individuals listed on Schedule 5.7(c)); provided, however, that it this clause (ii) shall not be deemed to be a violation of this Section 6.7(b) for any Seller prohibit Newpark or any of its Affiliates Subsidiaries from making general solicitations not specifically targeted at any Transferred Employees or from employing persons (other than the individuals listed on Schedule 5.7(c)) who respond to invest in such general solicitations, or from employing or hiring any Person which invests in, manages person (other than the individuals listed on Schedule 5.7(c)) who initiates discussions regarding employment without any solicitation by Newpark or operates a Competitive Business, so long as such investment is less than five percent (5%) any of the outstanding ownership interest in such Personits Subsidiaries. (d) During the Restricted Period, neither Newpark nor any of its Subsidiaries shall, directly or indirectly, (i) influence or attempt to influence any customers, distributors or suppliers of any of the Transferred Entities to divert their business to any competitor of the Transferred Entities or in any way interfere with the relationship between any such customer, distributor or supplier and the Transferred Entities (including any senior management member of Newpark or any of its Subsidiaries making any disparaging or negative statements or communications about the Transferred Entities), or (ii) For a period take any action that is designed or intended to have the effect of five (5) years discouraging any lessor, licensor, or other business associate of any of Transferred Entities from and maintaining the same business relationships with the Transferred Entities after the Closing Date, except as it maintained with the advance consent of Transferred Entities prior to the Buyer, Closing. (e) Each Newpark Entity agrees and acknowledges that: (i) the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation provisions of this Section 6.7(b)(ii) for (a) any Seller 5.7 do not impose a greater restraint than is necessary to hire an employee protect the goodwill, Confidential Information or other business interests of the Company who has been employed Transferred Entities; (ii) such provisions contain reasonable limitations as an airplane pilot to time, geographical area and scope of activity to be restrained; (iii) the consideration provided under this Agreement, including any amounts or benefits provided under ARTICLE II, is sufficient to compensate such Newpark Entity for the 43 Companyrestrictions contained in this Section 5.7; and (iv) in any Legal Proceeding that may arise out of or relate to the provisions of this Section 5.7, the Newpark Entities will have the burden of proving that the non-competition covenants contained herein do not meet the criteria set forth in Texas Business and Commerce Code § 15.50 et seq. Each Newpark Entity agrees that it will not assert that, and it should not be considered that, any provision of this Section 5.7 is otherwise void, voidable or unenforceable or should be voided or held unenforceable. It is the intention of the Parties that, if any court, arbitrator or tribunal construes any provision or clause of this Section 5.7 to be illegal, void or unenforceable because of the duration of such provision or the area or subject matter covered thereby, such court, arbitrator or tribunal shall reduce the duration, area, or (b) an officer subject matter of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked such provision, and, in an administrative position directly for its reduced form, such officer immediately before such termination or resignationprovision shall then be enforceable and shall be enforced. (iiif) If Each Newpark Entity agrees and acknowledges that (i) any breach by it of any of the final judgment provisions contained in this Section 5.7 would cause irreparable damage to Buyer and the Transferred Entities for which monetary damages and other remedies at law may not be adequate, and (ii) Buyer and the Transferred Entities will be entitled to seek a restraining order, an injunction, specific performance, or other form of a equitable or extraordinary relief from any court of competent jurisdiction declares that to restrain any term threatened or provision further breach of this Section 6.7(b) is invalid 5.7 or unenforceableto require such Newpark Entity to perform its obligations under this Section 5.7, which right to equitable or extraordinary relief will not be exclusive of, but will be in addition to, all other remedies to which Buyer and the Transferred Entities may be entitled under this Agreement, at law, or in equity (including, the parties hereto agree that the court making the determination right to recover monetary damages). The agreement of invalidity or unenforceability will have the power to reduce the scopeeach Newpark Entity contained in this Section 5.7 is given as an inducement to, duration, territory or other 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 as part of the invalid or unenforceable term or provisionconsideration for, and this Agreement will be enforceable as so modified after the expiration Buyer’s purchase of the time within which the judgment may be appealedAcquired Interests under this Agreement.

Non-Competition; Non-Solicitation. (i) For a period Executive and the Company agree to the non-competition and non-solicitation provisions of five this Section 9(b); (5i) years from in consideration for the Proprietary Information provided by the Company to Executive pursuant to Section 8 of this Agreement; (ii) as part of the consideration for the compensation and after benefits to be paid to Executive hereunder; (iii) to protect the Closing Date, no Seller shall, Proprietary Information of the Company or shall permit, cause or encourage any of its Affiliates todisclosed or entrusted to Executive by the Company or its Affiliates or created or developed by Executive for the Company or its Affiliates, engage the business goodwill of the Company or its Affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its Affiliates; and (iv) as an additional incentive for the Company to enter into this Agreement. (ii) Subject to the exceptions set forth in Section 9(b)(iii) below, Executive expressly covenants and agrees that during the Prohibited Period (i) Executive will refrain from carrying on or engaging in, directly or indirectly, as any Competing Business in the Restricted Area and (ii) Executive will not, and Executive will cause Executive’s Affiliates not to, directly or indirectly, own, manage, operate, join, become an owner, employee, consultant partner, owner or otherwisemember of (or an independent contractor to), control or participate in or loan money to, sell or lease equipment to or sell or lease real property to any business that is competitive with business, individual, partnership, firm, corporation or other entity which engages in a Competing Business in the business Restricted Area. (iii) Notwithstanding the restrictions contained in Section 9(b)(ii), Executive or any of Executive’s affiliates may own an aggregate of not more than 1% of the outstanding stock of any Transferred class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 9(b)(ii), provided that neither Executive nor any of Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. (iv) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not, and Executive will cause Executive’s affiliates not to (i) engage or employ, or solicit or contact with a view to the engagement or employment of, any person who is an officer or employee of the Company as and where it is conducted on the Closing Date (a “Competitive Business”); provided, however, that it shall not be deemed to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates or (ii) canvass, solicit, approach or entice away or cause to invest in be canvassed, solicited, approached or enticed away from the Company or any Person of its Affiliates any person who or which invests in, manages or operates is a Competitive Business, so long as customer of any of such investment entities during the period during which Executive is less than five percent (5%) of employed by the outstanding ownership interest in such PersonCompany. (iiv) For Executive expressly recognizes that Executive is a period high-level, executive employee who will be provided with access to Proprietary Information and trade secrets as part of five (5) years from Executive’s employment and after that the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or restrictive covenants set forth in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller 9 are reasonable and necessary in light of Executive’s executive position and access to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationProprietary Information. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. (ia) For a During the period commencing on the Closing Date and ending on the third anniversary of five (5) years from and after the Closing Date; Seller will not, no Seller shall, or shall permit, cause or encourage and will not permit any of its Affiliates to, (i) anywhere in the world, engage directly or indirectly, alone or in association with any Person, own, share in the earnings of, invest in the stock, bonds or other securities of, manage, operate, control, participate in the ownership, management, operation, or control of, finance (whether as an ownera lender, employee, consultant investor or otherwise), or guaranty the obligations of, any Person that is engaged in the design, manufacture, assembly, marketing, sale or distribution of (a) metallic thin wall engine bearings, bushings, or thrust washers, (b) steel or cast iron piston rings, (c) cast iron cylinder liners, or (d) heavy duty steel cam shafts, in any business that is competitive with each case, for internal combustion engines, transmissions, drivetrains or electric motors, for use in the business of any Transferred Company as and where it is conducted on the Closing Date automotive, commercial vehicle, off-highway or industrial markets or related aftermarkets (a “Competitive BusinessCompeting Activity”); providedor (ii) directly or indirectly (i) cause, howeverinduce or attempt to cause or induce any customer, that it strategic partner, supplier, distributor, landlord or others doing business with the Business to cease or reduce the extent of its business relationship with the Business or to deal with any competitor of the Business or (ii) in any way interfere with the relationship between the Business on the one hand and any customer, strategic partner, supplier, distributor, landlord or others doing business with the Business on the other hand; (b) Nothing contained in Section 12.1(a) above shall not be deemed construed to be a violation of this Section 6.7(b) for any prohibit Seller or any of its Affiliates to invest from directly or indirectly: (i) investing in stock, bonds or other securities of any Person which invests inengaged in a Competing Activity (but without otherwise participating in such business), manages if (A) such stock, bonds or operates a Competitive Business, so long as other securities are listed on any national securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934 and (B) such investment is does not exceed, in the case of any class of the capital stock of any one issuer, 10% of the issued and outstanding shares of such capital stock, or, in the case of bonds or other securities, 10% of the aggregate principal amount thereof issued and outstanding; (ii) manufacturing and supplying products and goods which are not part of a Competing Activity to competitors of Purchaser; (iii) after the first anniversary of the Closing Date, acquiring the stock or assets of, or entering into a transaction, joint venture, or other business relationship with respect to a Competing Activity with a Person that engages, directly or indirectly, in a Competing Activity if such Competing Activity accounts for less than the greater of twenty percent (20%) or Fifty Million Dollars ($50,000,000) of such Person’s consolidated annual revenues, and Seller and its Affiliates shall use reasonable best efforts to, or use reasonable best efforts to cause any joint venture partner or Person to, divest any such business segment that engages in such Competing Activity to a Person on terms and conditions that are commercially reasonable within a period of twelve (12) months from the date of such acquisition, transaction, joint venture or other business relationship; or (iv) performing its obligations under the V▇▇▇▇▇ Reinz Distribution Agreement or any of the Transition Agreements. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor or owner (other than by ownership of less than five percent (5%) of the outstanding ownership interest in such Personstock of a corporation that has a class of equity securities registered under the Securities Exchange Act of 1934, as amended). (iic) For a During the period commencing on the Closing Date and ending on the second anniversary of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall Seller will not, and shall will not permit, cause or encourage permit any of their its Affiliates to, recruit, offer employment, employ, engage as solicit any Acquired Company Employee or Transferred Employee (at a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who time when such person is an employee of Purchaser or any Transferred Company of its Subsidiaries) to leave the employ terminate his or her employment relationship with Purchaser or any of such Transferred Companyits Subsidiaries; provided, however, that it nothing herein shall prohibit Seller or any of its Subsidiaries from advertising publicly or from employing persons who respond to any such advertising whether or not be deemed to be a violation such persons are then employed by Purchaser or any of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Companyits Subsidiaries, or (b) from employing any individual who contacts Seller or any of its Subsidiaries on an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationunsolicited basis. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. (ia) For As an inducement to Purchaser to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to preserve the goodwill associated with the Business, for a period of five three (53) years from and after the Closing Date, no each of Seller shalland Parent shall not, and each of Seller and Parent shall cause its respective Subsidiaries (other than the Company Entities), including the Retained Subsidiaries (in each case, for so long as such respective Subsidiaries continue to be Subsidiaries of Seller or shall permitParent), cause or encourage any of its Affiliates not to, engage directly or indirectly, as an ownerengage in, employee, consultant continue in or otherwise, in carry on any business that is competitive competes in any material respect with the business of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”); provided, however, that it the foregoing shall not be deemed prohibit (x) the ownership of the Retained Subsidiaries, and the operation of their respective businesses as currently conducted and proposed to be a violation conducted, or the ownership and operation of this Section 6.7(bthe Retained Business; or (y) for any Seller or any the ownership of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest securities of any corporation or other entity that is listed on a national securities exchange or traded in such Personthe national over-the-counter market. The geographic scope of this covenant not to compete shall extend worldwide. Recognizing the specialized nature of the Business, Parent and Seller acknowledge and agree that the duration, geographic scope and activity restrictions of this covenant not to compete are reasonable. (iib) For a During the period of five twenty-four (524) years months from and after the Closing Date, except with the advance consent each of the Buyer, the Sellers Seller and Parent shall not, and each of Seller and Parent shall cause its respective Subsidiaries (other than the Company Entities), including the Retained Subsidiaries (subject to the last sentence of this Section 6.15(b) below), not permit, cause or encourage any of their Affiliates to, recruitdirectly or indirectly, including through any other Person, solicit, induce or otherwise offer employment, employ, engage employment or engagement as a consultant, lure or entice awayan independent contractor to, or in any other manner persuade hire or attempt to persuadeengage, any Person who is or was an employee of any Transferred Company to leave Entity or Retained Subsidiary who is a Continuing Employee, unless such Person has been separated from his or her employment or other relationship with Purchaser and each of its Affiliates (including the employ Company Entities) for a period of such Transferred Companyat least six (6) consecutive months; provided, however, that it the foregoing shall not be deemed restrict any Person from making general solicitations of employment in the ordinary course that are not specifically directed to be a violation such employees. Seller and Parent shall use their reasonable best efforts to ensure that any successor to all or substantially all of the equity, business or assets of any such respective Subsidiaries acquires such equity, business or assets subject to the restrictions set forth in this Section 6.7(b)(ii6.15(b) for during such twenty-four (a24) month restricted period. (c) During the period of twenty-four (24) months from and after the Closing Date, each of Purchaser and the Company shall not, and each of Purchaser and the Company shall cause its respective Affiliates, including the Company Entities, not to, directly or indirectly, including through any Seller to other Person, solicit, induce or otherwise offer employment or engagement as an independent contractor to, or hire or engage, any Person who is or was an employee of the Seller, any Company Entity or Retained Subsidiary who is not a Continuing Employee, unless such Person has been employed as an airplane pilot for separated from his or her employment or other relationship with Seller, the 43 Companyapplicable Retained Subsidiary, or an Affiliate of Seller or the applicable Retained Subsidiary, for a period of at least six (b6) an officer consecutive months; provided, however, that the foregoing shall not restrict any Person from making general solicitations of employment in the ordinary course that are not specifically directed to such employees. This Section 6.15(c) is intended to benefit, and shall be enforceable directly by, each Retained Subsidiary and each successor to all or substantially all of the Company who is terminated by a Transferred Company equity, business or resigns therefrom to hire an employee assets of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationeach Retained Subsidiary. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. (ia) For a period of five (5) years from Each Seller Party agrees that for the Restricted Period, such Seller Party shall not, and after the Closing Date, no Seller shall, or shall permit, cause or encourage not permit any of its Affiliates to, engage directly or indirectly, (i) engage in or assist others in engaging in any Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, stockholder, member, employee, consultant principal, agent, trustee or otherwise, consultant; or (iii) intentionally interfere in any business that is competitive material respect with the business relationships (whether formed prior to or after the date of this Agreement) between (A) the Company and its Affiliates (including the Buyer), on the one hand, and customers or suppliers of such Persons, on the other hand; or (B) the Company and its Affiliates (including the Buyer), on the one hand, and employees of such Persons, on the other hand. Notwithstanding the foregoing, Sellers may own or acquire, directly or indirectly, solely as an investment, securities of any Transferred Company as Person traded on any national securities exchange if Sellers are not a controlling Person of, or a member of a group which controls, such Person and where it is conducted on the Closing Date (a “Competitive Business”); provideddo not, howeverdirectly or indirectly, that it shall not be deemed to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than own five percent (5%) or more of the outstanding ownership interest in any class of securities of such Person. (iib) For a period of five (5) years from and after Each Seller Party agrees that during the Closing DateRestricted Period, except with the advance consent of the Buyer, the Sellers such Seller Party shall not, and shall not permitpermit any of its Affiliates to, cause directly or indirectly, hire or solicit any employee of the Company or its Affiliates (including Buyer) or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 7.02(b) shall prevent any Seller Party or any of their Affiliates from hiring any employee whose employment has been terminated without cause by the Company or its Affiliates. (c) Each Seller Party agrees that during the Restricted Period, such Seller Party shall not, and shall not permit any of its Affiliates to, recruitdirectly or indirectly, offer employmentsolicit or entice, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuadesolicit or entice, any Person who clients or customers of the Company or its Affiliates (including Buyer), or any potential clients or customers of the Company or its Affiliates (including Buyer) for purposes of diverting their business or services from the Company or its Affiliates or otherwise providing any goods or services to such Persons. (d) Each Seller Party agrees that such Seller Party will not, directly or indirectly, during the Restricted Period, engage in any conduct that involves the making or publishing of written or oral statements or remarks (including, without limitation, the repetition or distribution of derogatory rumors, allegations, negative reports or comments) that are disparaging, deleterious or damaging to the integrity, reputation or good will of the Company, Buyer or any of their respective Affiliates or their respective management, officers, employees, independent contractors or consultants. This provision is an employee not applicable to (i) truthful testimony obtained through subpoena; (ii) any truthful information provided pursuant to investigation by any Governmental Authority; or (iii) any truthful information provided pursuant to any legal action by any Seller Party against Buyer under this Agreement or any of any Transferred Company to leave the employ of such Transferred Company; provided, however, Ancillary Documents contemplated thereunder asserted by the Seller Party in good faith. (e) Each Seller Party acknowledges that it shall not be deemed to be a violation breach or threatened breach of this Section 6.7(b)(ii) 7.02 would give rise to irreparable harm to Buyer, for (a) which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Sellers of any Seller such obligations, Buyer shall, in addition to hire any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an employee of the Company who has been employed as an airplane pilot for the 43 Companyinjunction, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of specific performance and any other relief that may be available from a court of competent jurisdiction declares (without any requirement to post bond). (f) Each Seller Party acknowledges that the restrictions contained in this Section 7.02 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any term or provision of covenant contained in this Section 6.7(b) 7.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is invalid expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or unenforceableservice, the parties hereto agree that the court making the determination of or other limitations permitted by applicable Law. The covenants contained in this Section 7.02 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability will have the power to reduce the scope, duration, territory or other term or provision, to delete specific words or phrases, or to replace of any invalid or unenforceable term such covenant or provision with a term as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedin any other jurisdiction.

Non-Competition; Non-Solicitation. (ia) For In order for the Buyer to have and enjoy the full benefit of the business of the Company, and as a material inducement to the Buyer to enter into this Agreement (without such inducement the Buyer would not have entered into this Agreement), for a period of five years commencing on the Closing Date (the “Restricted Period”; provided, that the Restricted Period shall be tolled during (and shall be deemed automatically extended by) any period in which the Founders are determined by a court of competent jurisdiction to be in violation of any of the provisions of this Section 7.6), each Founder shall not, directly or indirectly (whether by himself, through an Affiliate, in partnership or conjunction with, or as an employee, officer, director, manager, member, owner, consultant or agent of, any other Person): (i) undertake, carry on or have a financial or other interest in, advise, assist any other Person in connection with the operation of, participate or engage in the design, development, production, promotion, marketing, sale, or servicing of, any Competing Business anywhere in the world where the Company or any of its Affiliates is currently engaged or preparing to engage in the Competing Business as of the Closing Date; provided, however, that a Founder may be employed by or perform services for a division, entity, or subgroup of any company or entity that engages in a Competing Business so long as neither such Founder nor such division, entity, or subgroup engages directly in the Competing Business; (ii) solicit, entice, encourage or intentionally influence, or attempt to solicit, entice, encourage or influence, any employee of the Buyer, the Company or any of their respective Affiliates to resign or leave the employ of the Buyer, the Company or any of their respective Affiliates or otherwise hire, employ, engage or contract any such employee to perform services other than for the benefit of the Buyer, the Company or any of their respective Affiliates; provided, however, the restrictions herein shall not apply to any employee who (1) is responding to a general employment solicitation such as a newspaper or job fairs or (2) was terminated for a period of at least six (6) months prior to the commencement of employment discussions with such Founder; or (iii) solicit, entice, encourage or influence, or attempt to solicit, entice, encourage or influence, any customer of the Buyer, the Company or any of their respective Affiliates (including any Person who has been a customer of the Company at any time during the period of 12 months before the Closing) to negatively alter, reduce or terminate its business relationship with the Buyer, the Company or any of their respective Affiliates. (b) Notwithstanding Section 7.6(a), none of the following activities shall constitute a violation of Section 7.6(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at individual prospective employees, consultants or independent contractors; or (ii) a Founder holding either (x) less than 5% of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business or (y) years less than 5% of the outstanding securities of any class of securities of a private company that is engaged in a Competing Business. Furthermore, and for the avoidance of doubt, it shall not constitute a violation of Section 7.6(a) for the Founders to engage in, or provide services to, the businesses and activities set forth on Schedule 7.6(b). (c) In order for the Buyer to have and enjoy the full benefit of the business of the Company, and as a material inducement to the Buyer to enter into this Agreement (without such inducement the Buyer would not have entered into this Agreement), from and after the Closing Date, no Seller shalleach Founder shall not (whether by himself, through an Affiliate, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as an employee, officer, director, manager, member, owner, employee, consultant or otherwiseagent of, in any business that is competitive with other Person), disparage or encourage or induce others to disparage the business of any Transferred Buyer, the Company as and where it is conducted on the Closing Date (a “Competitive Business”); provided, however, that it shall not be deemed to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests intheir respective employees, manages directors, affiliate entities, divisions, equity-holders, owners, managers, successors, or operates a Competitive Business, so long as such investment is less than five percent assigns (5%) of collectively the outstanding ownership interest in such Person. (ii) For a period of five (5) years from “Company Protected Group”). From and after the Closing Date, except with both the advance consent of Buyer and Company shall not (whether by themselves or through an Affiliate), disparage any Founder (collectively the Buyer, the Sellers shall not“Founder Protected Group”), and the Buyer and the Company shall not permitencourage, cause induce, or encourage permit any of their Affiliates torespective employees, recruitofficers, offer employmentdirectors, employmanagers, engage as a members, owners, consultant, lure or entice awayagents to disparage any member of the Founder Protected Group. For purposes hereof, the term disparage includes direct or indirect comments or statements to the press or to any other Person that are intended to adversely affect in any manner the business, reputation, or in any other manner persuade or attempt to persuadegoodwill, any Person who is an employee as applicable, of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee member of the Company who has been employed as an airplane pilot for Protected Group or the 43 CompanyFounder Protected Group; provided that the foregoing shall not prevent a Person from making any truthful statement or comment in good faith that is required by any Law or Order. (d) Notwithstanding anything to the contrary set forth herein (including Section 14.8), or (b) an officer in the event of a breach of any of the Company who is terminated provisions of Section 7.5, 7.6(a) or 7.6(c) (the “Restrictive Covenants”): (i) the Buyer and its Affiliates (including the Company) shall have the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting of a Transferred Company or resigns therefrom to hire an employee bond; it being understood that any breach of any of the Company who had worked Restrictive Covenants would cause irreparable and material Losses to the Buyer and its Affiliates (including the Company), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Company) will have any adequate remedy at law or in an administrative position directly for damages; (ii) it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws, Orders and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such officer immediately before Restrictive Covenant shall be deemed amended to the extent necessary in order that such termination or resignation.provision be valid and enforceable, the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto acknowledge and agree that the court making Restrictive Covenants are necessary for the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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 protection and enforceable and that comes closest to expressing the intention preservation of the invalid or unenforceable term or provision, value and this Agreement will be enforceable as so modified after the expiration goodwill of the time within which Buyer’s and the judgment may be appealedCompany’ businesses and are reasonable and valid in geographical and temporal scope and in all other respects.

Non-Competition; Non-Solicitation. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (i) For During the Employment Term and, for a period of two years following the date Executive ceases to be employed by the Company (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any client or prospective client: (A) with whom Executive had personal contact or dealings on behalf of the Company during Executive’s employment; (B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company during Executive’s employment; or (C) for whom Executive had direct or indirect responsibility during Executive’s employment. (ii) During the Restricted Period, Executive will not directly or indirectly: (A) engage in any activity, whether as an employee, consultant, principal, member, agent, officer, director, partner or shareholder (except as set forth in Section 10(a)(iii) below), directly or indirectly, that competes with the business of the Company or its affiliates, without the Company’s prior written consent where either (x) the competitor generates at least twenty-five percent (25%) of its revenues from one or more Company Lines of Business (as defined below) or (y) any company identified as a competitor in the Company’s most recent Annual Report on Form 10-K, plus no more than five (5) years additional companies, engaged in one or more of the Company Lines of Business, set forth on Exhibit B hereto that the Company may update from and after the Closing Datetime to time in its sole discretion, no Seller shallprovided, or shall permithowever, cause or encourage any of its Affiliates to, engage directly or indirectly, as an owner, employee, consultant or otherwise, that Exhibit B may not be updated more than twice in any business fiscal year and that is competitive with the business Executive shall be given 30 days written notice of any Transferred Company as and where it is conducted on the Closing Date change in Exhibit B, (each, a “Competitive Business”); provided, however, that it shall not be deemed to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. (a) During the ▇▇▇▇▇▇▇▇▇ Restricted Period, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, shall not, and during the S&M Restricted Period, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ shall not, and shall use reasonable efforts to cause their Affiliates to not, (i) For engage in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a period of five partner, shareholder, member, owner, employee, principal, agent, trustee, advisor, or consultant; or (5iii) years from and intentionally interfere in any material respect with the business relationships (whether formed prior to or after the Closing Datedate of this Agreement) between the Company and customers or suppliers of the Company, no Seller shallexcept in each case, or shall permitin the good faith performance of the Restricted Persons’ duties and responsibilities to the Company. Notwithstanding the foregoing, cause or encourage any of its Affiliates tothe Restricted Persons may own, engage directly or indirectly, solely as an ownerinvestment, employee, consultant or otherwise, in any business that is competitive with the business securities of any Transferred Company as Person traded on any national securities exchange if the Restricted Persons are not a controlling Person of, or a member of a group which controls, such Person and where it is conducted on the Closing Date (a “Competitive Business”); provideddoes not, howeverdirectly or indirectly, that it shall not be deemed to be a violation own 2% or more of this Section 6.7(b) for any Seller or any class of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) securities of the outstanding ownership interest in such Person. (b) During the ▇▇▇▇▇▇▇▇▇ Restricted Period, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall not and during the S&M Restricted Period, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ shall not, directly or indirectly, hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except (i) in good faith performance of the Restricted Persons’ duties and responsibilities to the Company and (ii) For pursuant to a period general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.06(b) shall prevent the Restricted Persons from hiring (A) any employee whose employment has been terminated by the Company or Buyer or (B) after one hundred eighty (180) days from the date of five termination of employment, any employee whose employment has been terminated by the employee. (5c) years from and after During the Closing Date, except with the advance consent of the BuyerRestricted Period, the Sellers Restricted Persons shall not, and shall not permit, cause or encourage permit any of their Affiliates to, recruitdirectly or indirectly, offer employmentsolicit or entice, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuadesolicit or entice, any Person who is an employee clients or customers of any Transferred the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company, except in the good faith performance of the Restricted Persons’ duties and responsibilities to leave the employ of such Transferred Company; provided, however, . (d) The Restricted Persons acknowledge that it shall not be deemed to be a violation breach or threatened breach of this Section 6.7(b)(ii) 6.06 would give rise to irreparable harm to Buyer, for (a) which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Restricted Persons of any Seller such obligations, Buyer shall, in addition to hire any and all other rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an employee of the Company who has been employed as an airplane pilot for the 43 Companyinjunction, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of specific performance and any other relief that may be available from a court of competent jurisdiction declares that (without any term or provision of this Section 6.7(brequirement to post bond). (e) is invalid or unenforceable, the parties hereto The Restricted Persons acknowledge and agree that the restrictions contained in this Section 6.06 are reasonable and necessary to protect the legitimate interests of Buyer, including in client relationships, good will, trade secrets of the Company’s CellRight Products and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court making is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the determination of maximum time, (but in no event more than the ▇▇▇▇▇▇▇▇▇ Restricted Period or the S&M Restricted Period, as applicable), geographic, product or service, or other limitations permitted by applicable Law. The Restricted Persons acknowledge and agree that the covenants contained in this Section 6.06 and each provision in this Section 6.06 are severable and distinct covenants and provisions. The invalidity or unenforceability will have the power to reduce the scope, duration, territory or other term or provision, to delete specific words or phrases, or to replace of any invalid or unenforceable term such covenant or provision with a term as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedin any other jurisdiction.

Non-Competition; Non-Solicitation. (ia) For a period Unless otherwise agreed in this Agreement, the Seller shall not, directly or indirectly (including, without limitation, jointly or in conjunction with any Person as principal or agent), without the prior written consent of five the Buyer (5which may be withheld at the Buyer’s sole discretion) until the date that is three (3) years from and after the Closing Date, no Seller shallcarry on or engage in or have any interest, or shall permitadvise, cause or encourage any of its Affiliates lend money to, engage directly guarantee the debts or indirectlyobligations of or permit its name or any part thereof to be used in, as an owner, employee, consultant or otherwise, in any business within the United Kingdom that is the same as, substantially similar to and competitive with the business of any Transferred Company Business as and where it is conducted carried on at the Closing Date (a “Competitive Business”); provided, however, that it shall not be deemed and proposed to be a violation of this Section 6.7(b) for any Seller or carried on pursuant to any of its Affiliates to invest in any the Hemp and CBD Licences (other than acquiring, owning or holding shares of a Person which invests in, manages listed on a recognised stock exchange or operates a Competitive Business, so long as such investment is less than over-the-counter market that do not exceed five percent (5%) per cent. of the outstanding equity ownership interest in of such Person). The Seller acknowledges that the restrictions set out in this Clause 5.6 are reasonable and necessary for the protection of the legitimate interests of the Buyer. (b) The Seller shall not, directly or indirectly (including, without limitation, jointly or in conjunction with any Person as principal or agent), without the prior written consent of the Buyer (which may be withheld at the Buyer’s sole discretion) until the date that is three (3) years after the Closing Date: (i) solicit, recruit, hire or employ any person who at any time on or after the date of this Agreement is an Employee or Worker of any Group Entity; provided that the foregoing shall not prohibit: (A) a general solicitation to the public or general advertising or similar methods of solicitation by search firms not specifically directed at Employees or Workers of the Group Entities; or (B) the Seller from soliciting, recruiting or hiring any former Employee or Worker of any Group Entity who has ceased to be employed or retained by such Group Entity for at least twelve (12) months; or (ii) For a period of five (5) years from and after the Closing Date, except knowingly disparage any Group Entity with the advance intention of adversely affecting the goodwill, reputation or business relationships of any Group Entity, the Buyer or any of their respective Subsidiaries and Affiliates with the public generally, or with any of their suppliers or Employees or Workers. (c) The Seller shall not, directly or indirectly (including, without limitation, jointly or in conjunction with any Person as principal or agent), without the prior written consent of the Buyer (which may be withheld at the Buyer’s sole discretion) at any time after Closing, use, in the course of any business, any trade or service ▇▇▇▇, business or domain name, design or logo which, at Closing, was or had been used by any Group Entity, or anything which, in the reasonable opinion of the Buyer, the Sellers shall notis capable of confusion with such words, and shall not permit▇▇▇▇, cause name, design or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationlogo. (iiid) The Seller acknowledges that the Seller’s covenants set out in this Clause 5.6 are an essential element of this Agreement and that any breach by the Seller of any provision of this Clause 5.6 is likely to result in irreparable injury to the Group Entities and the Buyer. The Seller acknowledges that in the event of such a breach, in addition to all other remedies available at law, any of the Group Entities or the Buyer shall be entitled to equitable relief, including injunctive relief. (e) If the final judgment of a court of competent jurisdiction declares determines that any term the character, duration or provision geographical scope of the provisions of this Section 6.7(b) Clause 5.6 are unreasonable, it is invalid or unenforceablethe intention and the agreement of the Parties that these provisions shall be construed by the court in such a manner as to impose only those restrictions on a Party’s conduct that are reasonable in light of the circumstances and as are necessary to assure to the applicable Party the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the parties hereto agree separate covenants of this Clause 5.6 because taken together they are more extensive than necessary to assure to the Parties the intended benefits of this Agreement, it is expressly understood and agreed by the Parties that the court making provisions hereof that, if eliminated, would permit the determination remaining separate provisions to be enforced in such proceeding, shall be deemed eliminated, for the purposes of invalidity or unenforceability will have such proceeding, from this Agreement. (f) The Seller has granted the power to reduce the scopecovenants set out in this Clause 5.6, duration, territory or other term or provisionwhich are an integral part of this Agreement, 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 preserve the intention value of the invalid or unenforceable term or provision, Purchased Shares and Loan Notes and no proceeds payable by the Buyer to the Seller pursuant to this Agreement will shall be enforceable as so modified after allocable to the expiration granting of the time within which the judgment may be appealedsuch covenants.

Non-Competition; Non-Solicitation. (ia) For a period of five years commencing on the Closing Date (5the "Restricted Period"), each of the Stockholders shall not, and shall not permit any of their Affiliates to, directly or indirectly, (i) years from and engage in or assist others in engaging in the Business in the Territory except with respect to the Surviving Entity, Parent or their respective Subsidiaries; (ii) have an interest in any Person (other than the Surviving Entity or Parent) that engages directly or indirectly in the Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; (iii) intentionally interfere in any material respect with the business relationships (whether formed before or after the Closing Datedate of this Agreement) between the Surviving Entity, no Seller shallParent or their Subsidiaries and customers or suppliers of the Surviving Entity, Parent or their Subsidiaries; or (iv) solicit or attempt to solicit, directly or indirectly, any of the customers or suppliers of the Surviving Entity, Parent or their subsidiaries for the purposes of diverting business or services from the Surviving Entity, Parent or their Subsidiaries. Notwithstanding the foregoing, (i) the Stockholders may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if any such Stockholder is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person, and (ii) J▇▇▇ ▇. ▇▇▇▇▇▇▇, CPA, S▇▇▇▇▇▇ & Cremia, LLC and their respective Affiliates shall permitbe permitted to continue to engage in the accounting profession, cause or encourage serving in some cases clients and customers of the Surviving Entities. (b) During the Restricted Period, each of the Stockholders shall not, and shall not permit any of its Affiliates to, engage directly or indirectly, as an ownerhire or solicit any employee of the Surviving Entity, employee, consultant Parent or otherwise, their Subsidiaries or encourage any such employee to leave such employment or hire any such employee who has left such employment; provided that nothing in any business that is competitive with the business of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”); provided, however, that it shall not be deemed to be a violation of this Section 6.7(b6.12(b) for any Seller or shall prevent any of its Affiliates to invest in any Person which invests in, manages the Stockholders or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates from hiring (i) any employee whose employment has been terminated by the Surviving Entity, Parent or their Subsidiaries; or (ii) after 180 calendar days from the date of termination of employment, any employee whose employment has been terminated by the employee; or shall prevent the Stockholders from making a general solicitation which is not directed specifically to any Company employees. Notwithstanding anything to the contrary in this Section 6.12(b), after the Closing, J▇▇▇ ▇. ▇▇▇▇▇▇▇ and certain other employees of PTFS shall be permitted to continue to perform services for S▇▇▇▇▇▇ & Cremia, LLC so long as doing so shall not interfere with their work for PTFS. (c) If any of the Stockholders breaches, or threatens to commit a breach of, any of the provisions of this Section 6.12, Parent and the Surviving Entity shall have the right and remedy to have such provision specifically enforced by any court having competent jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to each of Parent, the Surviving Entity or their Subsidiaries and that money damages will not provide an adequate remedy. The foregoing rights and remedies shall be in addition to, recruitand not in lieu of, offer employmentany other rights and remedies available to Parent and the Surviving Entity under Law or in equity: (d) The Stockholders acknowledge that the restrictions contained in this Section 6.12 are reasonable and necessary to protect the legitimate interests of the Parent and constitute a material inducement to Parent and Merger Sub to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.12 should ever be adjudicated to exceed the time, employgeographic, engage as a consultant, lure product or entice awayservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.12 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the 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 manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationjurisdiction. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. (a) Each Selling Member agrees as follows: (i) For a During the period of five (5) years from and after the Closing Date, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as an owner, employee, consultant or otherwise, in any business that is competitive with the business of any Transferred Company as and where it is conducted beginning on the Closing Date and ending on the fifth (a 5th) anniversary of the Closing Date (the “Competitive Non-Competition Period”), such Selling Member shall not, directly or indirectly engage, participate or invest anywhere in the United States in (A) any business activity that in any way or manner competes with any currently existing product or service of Company or any product currently in development; or (B) the business of providing any patient authentication solution (deployed on-premises or in the cloud) for in-hospital and/or owned affiliated ambulatory offices or clinics that links the biometric or other authentication method to the patient’s medical records in any Hospital Information System registration, Enterprise Master Patient Index or Electronic Medical Record system ((A) and (B) collectively, the “Business”); provided, however, that it such Selling Member shall not be deemed prohibited from owning up to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest stock of a corporation that competes with the Business and that is publicly traded on a national securities exchange or in the over-the-counter market, so long as such PersonSelling Member has no active participation in connection with the business of such corporation; or (C) call upon, solicit, divert, take away, accept or conduct any business from or with any of the customers or prospective customers of Company, Buyer or any of their Affiliates. (ii) For a period of five (5) years from and after During the Closing DateNon-Competition Period, except with the advance consent of the Buyer, the Sellers such Selling Member shall not, and shall not permit, cause directly or encourage any of their Affiliates to, recruit, offer employmentindirectly, employ, facilitate the hire of, engage as a consultantconsultant or otherwise, lure or entice awaysolicit, or in any other manner persuade induce or attempt to persuadeinduce any employees or consultants of Company, Buyer or any Person who is an employee of any Transferred Company its Affiliates to leave the employ of Company, Buyer or any of their Affiliates, as applicable, provided that such Transferred Selling Member may make general solicitation advertisements that are not targeted at such employees or consultants. (iii) During the Non-Competition Period, such Selling Member shall not directly publish, repeat or report any statement or comment, or take, encourage, induce or voluntarily participate in any action, that would negatively comment on, disparage, defame or call into question the business, operations, policies or conduct of Buyer, Company, any of their respective subsidiaries or any director, officer, manager, employee, partner, shareholder, agent, Affiliate or customer of any of the foregoing; provided that this Section 8.1(a)(iii) shall not in any way affect such Selling Member’s obligation to testify truthfully in any legal proceeding. (b) Each Selling Member acknowledges and agrees that the restrictions contained in Section 8.1(a) are a reasonable and necessary protection of the immediate interests of Buyer, including, without limitation, Buyer’s interest in the good will, confidential information and trade secrets of Company, and that Buyer would not have entered into this Agreement without receiving the consideration offered by such Selling Member in binding it and its Affiliates to these restrictions. If any provision contained in Section 8.1(a) shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of Section 8.1(a), but Section 8.1(a) shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the Parties that if any of the restrictions or covenants contained herein is held to cover a geographic area, scope of business activity or length of time that is not permitted by applicable Law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable Law, a court of competent jurisdiction shall construe and interpret or reform Section 8.1(a) to provide for a covenant having the maximum enforceable geographic area, scope of business activity, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable Law. Each Selling Member acknowledges that Buyer would be irreparably harmed by any breach of Section 8.1(a) and that there would be no adequate remedy at law or in damages to compensate Buyer for any such breach. Each Selling Member agrees that, in the event of a breach or threatened breach of Section 8.1(a), Buyer shall be entitled to injunctive relief requiring specific performance by such Selling Member of Section 8.1(a) without the necessity of proving the inadequacy as a remedy of money damages or the posting of a bond, and such Selling Member consents to the entry thereof; provided, however, that it shall the right to injunctive relief will not be deemed to be a violation of this Section 6.7(b)(ii) for (a) construed as prohibiting Buyer or the Selling Members from pursuing any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Companyother available remedies, whether at law or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly equity, for such officer immediately before such termination breach or resignationthreatened breach. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. (ia) For a period of five (5) years from and after the Closing Date, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as an owner, employee, consultant or otherwise, in any business that is competitive with the business of any Transferred Company as and where it is conducted two year commencing on the Closing Date (a the “Competitive BusinessRestricted Period”); provided, however, that it Seller shall not be deemed to be a violation of this Section 6.7(bdirectly or indirectly, (i) for any Seller engage in or any of its Affiliates to invest assist others in engaging in the Business in the Territory; (ii) have an interest in any Person which invests inthat engages directly or indirectly in the Business in the Territory in any capacity, manages including as a partner, shareholder, member, employee, principal, agent, trustee or operates consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a Competitive client or customer of the Business after the Closing), or any other Person who has a material business relationship with the Business, so long to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such investment is less than five percent (5%) Person and does not, directly or indirectly, own 1% or more of the outstanding ownership interest in any class of securities of such Person. (iib) For a period of five (5) years from and after During the Closing DateRestricted Period, except with the advance consent of the Buyer, the Sellers shall not, and Seller shall not permitdirectly or indirectly, cause hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, or encourage any of their Affiliates to, recruit, offer such employee to leave such employment or hire any such employee who has left such employment, employ, engage as except pursuant to a consultant, lure or entice away, or in general solicitation which is not directed specifically to any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Companyemployees; provided, howeverthat nothing in this Section 6.07(b) shall prevent Seller from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Seller acknowledges that it shall not be deemed to be a violation breach or threatened breach of this Section 6.7(b)(ii) 6.07 would give rise to irreparable harm to Buyer, for (a) 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 of any Seller such obligations, Buyer shall, in addition to hire any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an employee of the Company who has been employed as an airplane pilot for the 43 Companyinjunction, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of specific performance and any other relief that may be available from a court of competent jurisdiction declares (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any term or provision of covenant contained in this Section 6.7(b) 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is invalid expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or unenforceable, the parties hereto agree that the court making the determination of service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof is severable and distinct covenants and provisions. The invalidity or unenforceability will have the power to reduce the scope, duration, territory or other term or provision, to delete specific words or phrases, or to replace of any invalid or unenforceable term such covenant or provision with a term as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedin any other jurisdiction.

Non-Competition; Non-Solicitation. (ia) For a period Unless otherwise agreed in this Agreement, none of five the Restricted Sellers shall, directly or indirectly (5including, without limitation, jointly or in conjunction with any Person as principal or agent), without the prior written consent of the Buyer (which may be withheld at the Buyer’s sole discretion) until the date that is three (3) years from and after the Closing Date, no Seller shallcarry on or engage in or have any interest, or shall permitadvise, cause or encourage any of its Affiliates lend money to, engage directly guarantee the debts or indirectlyobligations of or permit its name or any part thereof to be used in, as an owner, employee, consultant or otherwise, in any business within the United Kingdom or Europe that is the same as, substantially similar to and competitive with the business of any Transferred Company Business as and where it is conducted carried on at the Closing Date (a “Competitive Business”); provided, however, that it shall not be deemed and proposed to be carried on pursuant to the Hemp Licence (other than acquiring, owning or holding shares of a violation of this Section 6.7(b) for any Seller Person listed on a recognised stock exchange or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than over-the-counter market that do not exceed five percent (5%) per cent. of the outstanding equity ownership interest in of such Person). Each Restricted Seller acknowledges that the restrictions set out in this Clause 4.5 are reasonable and necessary for the protection of the legitimate interests of the Buyer. (b) None of the Restricted Sellers shall, directly or indirectly (including, without limitation, jointly or in conjunction with any Person as principal or agent), without the prior written consent of the Buyer (which may be withheld at the Buyer’s sole discretion) until the date that is three (3) years after the Closing Date: (i) solicit, recruit, hire or employ any person who at any time on or after the date of this Agreement is an Employee or Worker of any Group Entity; provided that the foregoing shall not prohibit: (A) a general solicitation to the public or general advertising or similar methods of solicitation by search firms not specifically directed at Employees or Workers of the Group Entities; or (B) the Restricted Sellers from soliciting, recruiting or hiring any former Employee or Worker of any Group Entity who has ceased to be employed or retained by such Group Entity for at least twelve (12) months; or (ii) For a period of five (5) years from and after the Closing Date, except knowingly disparage any Group Entity with the advance intention of adversely affecting the goodwill, reputation or business relationships of any Group Entity, the Buyer or any of their respective Subsidiaries and Affiliates with the public generally, or with any of their suppliers or Employees or Workers. (c) None of the Restricted Sellers shall, directly or indirectly (including, without limitation, jointly or in conjunction with any Person as principal or agent), without the prior written consent of the Buyer (which may be withheld at the Buyer’s sole discretion) at any time after Closing, use, in the course of any business, any trade or service ▇▇▇▇, business or domain name, design or logo which, at Closing, was or had been used by any Group Entity, or anything which, in the reasonable opinion of the Buyer, is capable of confusion with such words, ▇▇▇▇, name, design or logo other than in the Sellers shall not, and shall not permit, cause or encourage any case of their Affiliates to, recruit, offer employment, employ, engage ▇▇▇▇▇ ▇▇▇▇ having a minority interest in Bridge Farm Holdings Limited as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave family investment company which does not compete with the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationGroup. (iiid) Each Restricted Seller acknowledges that such Seller’s covenants set out in this Clause 4.5 are an essential element of this Agreement and that any breach by any Restricted Sellers of any provision of this Clause 4.6 is likely to result in irreparable injury to the Group Entities and the Buyer. Each Restricted Seller acknowledges that in the event of such a breach, in addition to all other remedies available at law, any of the Group Entities or the Buyer shall be entitled to equitable relief, including injunctive relief. (e) If the final judgment of a court of competent jurisdiction declares determines that any term the character, duration or provision geographical scope of the provisions of this Section 6.7(b) Clause 4.5 are unreasonable, it is invalid or unenforceablethe intention and the agreement of the Parties that these provisions shall be construed by the court in such a manner as to impose only those restrictions on a Party’s conduct that are reasonable in light of the circumstances and as are necessary to assure to the applicable Party the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the parties hereto agree separate covenants of this Clause 4.5 because taken together they are more extensive than necessary to assure to the Parties the intended benefits of this Agreement, it is expressly understood and agreed by the Parties that the court making provisions hereof that, if eliminated, would permit the determination remaining separate provisions to be enforced in such proceeding, shall be deemed eliminated, for the purposes of invalidity or unenforceability will such proceeding, from this Agreement. (f) The Restricted Sellers have granted the power to reduce the scopecovenants set out in this Clause 4.5, duration, territory or other term or provisionwhich are an integral part of this Agreement, 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 preserve the intention value of the invalid or unenforceable term or provision, Purchased Shares and Loan Notes and no proceeds payable by the Buyer to the Sellers pursuant to this Agreement will shall be enforceable as so modified after allocable to the expiration granting of such covenants. (g) Notwithstanding any provision to the contrary in this Clause 4.5, none of the time within Restricted Sellers shall be restricted from performing their respective duties as Employees, Workers or consultants of the Buyer or any Group Entity, if applicable, including under the employment agreement to which the judgment may be appealeda Restricted Sellers is a party.

Non-Competition; Non-Solicitation. (ia) For a period of five (5) years from and one year after the Closing DateDate of Termination (the “Restricted Period”), no Seller shall, or Employee shall permit, cause or encourage any of its Affiliates to, engage not directly or indirectly, as an ownerindividually or on behalf of any person other than the Company, (1) own, employeeoperate, consultant manage or otherwiseotherwise engage in a Competitive Business or enter the employ of, or render any services to, any Competitive Business (or any division thereof). For purposes of this Agreement, “Competitive Business” means any individual, corporation, partnership, limited liability company, business or other entity, whether for profit or not-for-profit, which engages or attempts to engage, in the operation, management, or ownership of any business or other endeavor, in any business way similar or identical to the business, operations, or services that is competitive with the business Company or any of any Transferred Company its affiliates operates, manages, owns or provides, or has specific plans to do so as and where it is conducted on of the Closing Date (a “Competitive Business”)of Termination; provided, however, that it the term “Competing Business” shall not be deemed exclude Employee’s ownership of up to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest securities of a company publicly traded on a national securities exchange acquired in such Person.open market transactions; (ii2) For a period of five (5) years from and after the Closing Dateinterfere with, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuadeinterfere with, business relationships (whether formed before, on or after the Date of Termination) between the Company or any Person who of its affiliates and customers, clients, suppliers partners, members or investors of the Company or any of its affiliates of which it is an employee reasonable to expect that Employee is aware; or (3) aid or endeavor to solicit or induce any of any Transferred Company the Company’s or its affiliates’ employees to leave their employment with the employ of Company or such Transferred Companyaffiliates in order to accept employment with Employee or any other person, corporation, limited liability company, partnership, sole proprietorship or other entity; provided, however, that it shall not be deemed to be a violation of nothing in this Section 6.7(b)(ii9(a)(3) for (a) shall prevent Employee from soliciting any Seller person who responds to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, a general media advertisement or solicitation. (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of restrictions set forth in this Section 9 would otherwise be determined to be invalid or unenforceable by a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceablejurisdiction, the parties hereto intend and agree that such court shall exercise its discretion in reforming the court making provisions of this Agreement to the determination of invalidity end that the Employee will be subject to a non-competition or unenforceability will have non-solicitation covenant, as applicable, which is reasonable under the power to reduce the scope, duration, territory or other 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 circumstances and enforceable by the Company. It is agreed that no adequate remedy at law exists for the parties for violation of this section and that comes closest to expressing this section may be enforced by any equitable remedy, including specific performance and injunction, without limiting the intention right of the invalid or unenforceable term or provision, and this Agreement will Company to proceed at law to obtain such relief as may be enforceable as so modified after the expiration available to it. The running of the Restricted Period shall be tolled for any period of time within during which the judgment may be appealedEmployee is in violation of any covenant contained in this Section 9, for any reason whatsoever. This Section 9 shall survive this Agreement.

Non-Competition; Non-Solicitation. 3.5.1 In furtherance of the consideration being paid by Parent and as a material inducement for Parent to execute this Agreement: (ia) For a Each of MCM Capital Partners, L.P., Key Equity Capital Corporation, Key Equity Partners ‘98, Key Capital Corporation, Key Equity Partners 2000, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (collectively the “Institutional Stockholders”) agree that, during the period beginning on the Closing Date and ending on the first (1st) anniversary of five (5) years from and after the Closing Date, no Seller neither the Institutional Stockholders nor any of their Affiliates (with the exception of KeyBank National Association and its affiliates) shall directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative, or otherwise), consult, render services, organize, plan to organize, or in any manner engage, or make any preparation to engage, anywhere in the world in any activity or enterprise competing with the Business (as conducted as of the Closing Date). In addition, each of the Institutional Stockholders agree that neither the Institutional Stockholders nor any of their Affiliates (with the exception of KeyBank National Association and its affiliates) shall, or shall permit, cause or encourage any of its Affiliates to, engage whether directly or indirectly, as an owner, employee, consultant or otherwise, in do any business that is competitive with of the business of any Transferred Company as and where it is conducted following: (i) during the period beginning on the Closing Date and ending on the second (a “Competitive Business”); 2nd) anniversary of the Closing Date, solicit the employment of or hire any current employee (or any employee who was employed by the Institutional Stockholders (for the performance of services solely for the Company or any of its Subsidiaries) or the Company or any of its Subsidiaries for any type of employment within the eighteen (18) month period prior to the Closing) of the Company or any of its Subsidiaries without the prior written consent of Parent, provided, however, that it nothing herein shall prohibit the Institutional Stockholders or any of their Affiliates from making general solicitation advertisements that are not targeted at such employees; (ii) during the period beginning on the Closing Date and ending on the second (2nd) anniversary of the Closing Date, call on, solicit, or service any supplier, prospective supplier, licensee, licensor, or other business relation of any of the Company or any of its Subsidiaries with respect to products or services related to the Business (as conducted as of the Closing Date) in order to influence or induce or attempt to influence or induce such Person to decrease or cease doing business with the Company or any of its Subsidiaries, or in any way otherwise interfere with the business relations of the Company or any of its Subsidiaries; (iii) during the period beginning on the Closing Date and ending on the second (2nd) anniversary of the Closing Date, make any statement or do any act intended to cause existing or potential customers of the Company or any of its Subsidiaries to make use of the services or purchase the services or products of any competitive business; or (iv) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave his or her employ or in any way interfere with the relationship between the Company or any of its Subsidiaries and its employees. (b) Each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (collectively the “Employee Stockholders”) agree that, during the period beginning on the Closing Date and ending on the eighteen (18) month anniversary of the Closing Date, neither the Employee Stockholders nor any of their Affiliates shall directly or indirectly manage, control or in any manner provide executive or management services, similar to those the Employee Stockholders provided during their respective employment with the Company or any of its Subsidiaries, anywhere in the United States for any enterprise competing with the Business (as conducted as of the Closing Date). In addition, each of the Employee Stockholders agree that neither the Employee Stockholders nor any of their Affiliates shall, whether directly or indirectly, do any of the following: (i) during the period beginning on the Closing Date and ending on the second (2nd) anniversary of the Closing Date, solicit the employment of or hire any current employee (or any employee who was employed by the Employee Stockholders (for the performance of services solely for the Company or any of its Subsidiaries) or the Company or any of its Subsidiaries for any type of employment within the eighteen (18) month period prior to the Closing) of the Company or any of its Subsidiaries without the prior written consent of Parent, provided, however, that nothing herein shall prohibit the Employee Stockholders or any of their Affiliates from making general solicitation advertisements that are not targeted at such employees; (ii) during the period beginning on the Closing Date and ending on the second (2nd) anniversary of the Closing Date, call on, solicit, or service any supplier, prospective supplier, licensee, licensor, or other business relation of any of the Company or any of its Subsidiaries with whom Employee Stockholder had Material Contact with respect to products or services related to the Business (as conducted as of the Closing Date) in order to influence or induce or attempt to influence or induce such Person to decrease or cease doing business with the Company or any of its Subsidiaries, or in any way otherwise interfere with the business relations of the Company or any of its Subsidiaries; (iii) during the period beginning on the Closing Date and ending on the second (2nd) anniversary of the Closing Date, make any statement or do any act intended to cause existing or potential customers of the Company or any of its Subsidiaries with whom Employee Stockholder had Material Contact to make use of the services or purchase the services or products of any competitive business; or (iv) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave his or her employ or in any way interfere with the relationship between the Company or any of its Subsidiaries and its employees. 3.5.2 Each of the Institutional Stockholders and the Employee Stockholders subject to the restrictions set forth in Section 3.5.1 acknowledge and agree that their agreement to the covenants contained in Section 3.5.1 is a material inducement to Parent’s execution of this Agreement and further acknowledge and agree that they have each received valuable consideration for the sale of their shares in the Company and for the covenants contained herein. Each of the Institutional Stockholders and the Employee Stockholders further acknowledge and agree that the restrictions contained in this Section 3.5 are reasonable and narrowly drawn to impose no greater restraint than is necessary to protect the goodwill of the Business and to protect Parent’s legitimate interest in the enjoyment of the Business. Each of Parent and such Stockholders intend that the covenants of this Section 3.5 shall be deemed to be a violation series of separate covenants, one for each county of each and every state, territory or jurisdiction of the United States, and one for each month of the time periods covered by such covenants. 3.5.3 If the Stockholders restricted pursuant to this Section 6.7(b) for 3.5 or any Seller of their Affiliates breach or threaten to commit a breach of any of the restrictive covenants set forth in this Section 3.5, then Parent shall have the right and remedy to have the restrictive covenants in this Section 3.5 specifically enforced against such Stockholders and their Affiliates, including through temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by such Stockholders that any breach or threatened breach by such Stockholders or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) 3.5 would cause irreparable injury to Parent and that money damages would not provide an adequate remedy to Parent. 3.5.4 If, during the enforcement of any Seller to hire an employee or all of the Company who has been employed as an airplane pilot for the 43 Companycovenants and provisions set forth in this Section 3.5, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of a any court of competent jurisdiction enters a final judgment that declares that any term the duration, scope, or provision of this Section 6.7(b) is invalid area restrictions stated herein are unreasonable under circumstances then existing, are invalid, or are otherwise unenforceable, then the parties hereto agree that the maximum enforceable duration, scope, or area reasonable under such circumstances shall be substituted for the stated duration, scope, or area, and that the court making the determination of invalidity or unenforceability will shall have the power to reduce revise the scope, duration, territory or other 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 the closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will shall be enforceable as so modified after to cover the expiration maximum duration, scope, or area permitted by Law. 3.5.5 Each Stockholder shall be responsible for any breach of the time within which the judgment may be appealedthis Section 3.5 by any of its Affiliates.

Non-Competition; Non-Solicitation. (a) No officer or director of Network immediately prior to the Effective Time shall, directly or indirectly through any Person or contractual arrangement, either individually or as a shareholder, director, officer, partner, consultant, owner, employee, agent, or in any other capacity, for a period of three (3) years following the Closing, (i) solicit or offer to provide or provide Restricted Services anywhere in the world; (ii) operate an Internet site through which Restricted Services are offered or provided; or (iii) directly or indirectly through any Person or contractual arrangement, perform management, executive or supervisory functions with respect to, operate, join, control, render financial assistance to, receive any economic benefit from, exert any influence upon, or participate in or be connected as an officer, employee, partner, member, shareholder, consultant or otherwise with, any business or Person that provides Restricted Services. (b) For a period of five three (53) years from and after following the Closing DateClosing, no Seller officer or director of Network immediately prior to the Effective Time shall, directly or shall permitindirectly solicit, cause recruit, hire or offer to hire, induce or attempt to induce or otherwise counsel, advise, ask or encourage any of its Affiliates to, engage directly person who at any time on or indirectly, as an owner, employee, consultant or otherwise, in any business that is competitive with after the business of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”); provided, however, that it shall not be deemed to be a violation date of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who Agreement is an employee of any Transferred Company Network to leave the employ of such Transferred Company; provided, however, that it Network or to accept employment with another employer or as an independent contractor. The foregoing shall not be deemed prohibit (i) a general solicitation to the public of general advertising or similar methods of solicitation by search firms not specifically directed at employees of Network, or (ii) soliciting, recruiting or hiring any employee of Network who has ceased to be a violation employed or retained by Network for at least twelve (12) months. (c) The officers and directors of Network immediately prior to the Effective Time acknowledge and agree that the covenants set forth in this Section 5.12 are an essential element of this Agreement and that any breach by any of them of any provision of this Section 6.7(b)(ii) for (a) any Seller 5.12 will result in irreparable injury to hire Parent and the Surviving Corporation. The officers and directors of Network immediately prior to the Effective Time further acknowledge and agree that in the event of such a breach, in addition to all other remedies available at law, Parent and the Surviving Corporation shall be entitled to equitable relief, including injunctive relief, and an employee equitable accounting of all earnings, profits or other benefits arising therefrom, as well as such other damages as may be appropriate. The officers and directors of Network immediately prior to the Company who has been employed as an airplane pilot for Effective Time have independently consulted with his or her or its respective counsel and after such consultation agrees that the 43 Company, or (b) an officer covenants set forth in this Section 5.12 are reasonable and proper to protect the legitimate interest of Parent and the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationSurviving Corporation. (iiid) If the final judgment of a court of competent jurisdiction declares determines that any term the character, duration or provision geographical scope of the provisions of this Section 6.7(b) 5.12 are unreasonable, it is invalid or unenforceable, the intention and the agreement of the parties hereto agree that these provisions shall be construed by the court in such a manner as to impose only those restrictions on the conduct of each of the officers and directors of Network immediately prior to the Effective Time that are reasonable in light of the circumstances and as are necessary to assure to Parent and the Surviving Corporation the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants of this Section 5.12 because, taken together, they are more extensive than necessary to assure to Parent and the Surviving Corporation the intended benefits of this Agreement, it is expressly understood and agreed by the parties that the court making provisions hereof that, if eliminated, would permit the determination remaining separate provisions to be enforced in such proceeding, shall be deemed eliminated, for the purposes of invalidity or unenforceability will have the power to reduce the scopesuch proceeding, duration, territory or other 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, and from this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedAgreement.

Non-Competition; Non-Solicitation. 9.1 The Employee agrees that during the Non-Competition Period (ias defined in Section 9.4 below), without the prior written consent of the Company: (a) For a period of five (5) years from and after the Closing Datehe shall not, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, either as an ownerprincipal, employeemanager, consultant agent, consultant, officer, director, greater than two (2%) percent holder of any class or otherwiseseries of equity securities, partner, investor, lender or employee or in any other capacity, carry on, be engaged in or have any financial interest in or otherwise be connected with, any entity which is now or at the time, has material operations which are engaged in any business that is activity competitive (directly or indirectly) with the business of the Company or its Affiliates (currently (i) the manufacture and sale of (x) automotive airbag fabric and cushions, (y) value-added synthetic fabrics used in a variety of niche industrial and commercial applications and (z) metal airbag, industrial and ordnance components and (ii) systems integration and manufacturing for ordnance programs) including, for these purposes, any Transferred Company as and where it is conducted business in which, at the termination of his employment, there was a bona fide intention on the Closing Date part of the Company or its Affiliates to engage in the future; and (a “Competitive Business”b) he shall not, on behalf of any competing entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company or its Affiliates. 9.2 During the Non-Competition Period, Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company); provided, howeverEmployee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, hire or solicit the employment of any employee who has been employed by the Company or its Affiliates at any time during the six (6) months immediately preceding such date of hiring or solicitation. 9.3 The Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. The Employee agrees that any breach of the covenants contained in this Section 9 would irreparably injure the Company and/or its Affiliates. Accordingly, the Employee agrees that the Company and/or its Affiliates, in addition to pursuing any other remedies it shall not be deemed to be a or they may have in law or in equity, may obtain an injunction against the Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person9. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation 9.4 The provisions of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot 9 shall extend for the 43 Company, or (b) an officer Term and shall further extend for one year from the date of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If herein referred to as the final judgment of a court of competent jurisdiction declares that any term or provision "Non-Competition Period"). The provisions of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination 9 shall survive any termination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.Agreement

Non-Competition; Non-Solicitation. (ia) For a period The Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of five the Company Group, and in consideration of the Company providing Employee with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and legitimate business interests. (5b) years from and after During the Closing DateProhibited Period (as defined below), no Seller shallEmployee shall not, or shall permitwithout the prior written approval of the Board, cause or encourage any of its Affiliates to, engage directly or indirectly, as an ownerfor Employee or on behalf of or in conjunction with any other person or entity of any nature: (i) engage in or participate, employee, consultant directly or otherwiseindirectly, in the following conduct: (A) owning, managing, operating, or being an officer or director of, any business that is competitive competes with any member of the business Company Group in the Market Area (as defined below) related to the Business (as defined below) (except for the ownership of up to 3.0% of the shares of common stock or securities or any entity whose common shares or securities are listed on a national securities exchange), or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”); provided, however, that it shall not be deemed to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) member of the outstanding ownership interest in such Person.Company Group; (ii) For a period of five (5) years from and after the Closing Datesolicit, except with the advance consent of the Buyercanvass, the Sellers shall notapproach, and shall not permitencourage, cause entice or encourage induce any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure customer or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee supplier of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee member of the Company who has been employed as an airplane pilot Group with whom or which Employee had personal contact in the course of performing Employee’s duties for the 43 Company, or (b) an officer any member of the Company who is terminated by a Transferred Company Group to cease or resigns therefrom to hire an employee lessen such customer’s or supplier’s business with any member of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation.Group; or (iii) If solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the final judgment Company Group to terminate or reduce his, her or its employment or engagement with any member of the Company Group. This provision shall not prohibit Employee from employing or making an offer of employment to an employee or contractor of any member of the Company Group if such employment and/or offer resulted from a general solicitation or advertisement for applications in a newspaper, trade publication, on the Internet or other public forum. (c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity. 2 (i) If Employee violates his/her obligations during the Prohibited Period and the Company (or relevant member of the Company Group) brings legal action for injunctive or other relief under Sections 9 and/or 10, the applicable Restricted Period shall be tolled by such court of competent jurisdiction declares so that the Company Group shall not be deprived of the benefit of the full Prohibited Period. 3 (ii) During the Prohibited Period, Executive expressly agrees to notify any term prospective employer or provision affiliate in the restricted Business and Market Area of his/her obligations during the Prohibited Period and authorizes the Company to make contact with, any person or affiliate reasonably believed by the Company Group to be engaged or about to be engaged in an act that would constitute a violation of Employee’s obligations under this Agreement. Employee hereby waives, and releases the Company Group from, any claims whatsoever arising in connection with the Company Group’s contact or discussions with such person or affiliate. (d) The covenants in this Section 6.7(b10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) is invalid shall not affect the provisions of any other covenant (or unenforceableportion thereof). Moreover, in the parties hereto agree event any court of competent jurisdiction shall determine that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, durationtime or territorial restrictions set forth are unreasonable, territory or other 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 then it is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provisionparties that such restrictions be enforced to the fullest extent which such court deems reasonable, and this Agreement will shall thereby be enforceable reformed and enforced as so modified after reformed. (e) The following terms shall have the expiration of the time within which the judgment may be appealed.following meanings:

Non-Competition; Non-Solicitation. (ia) For Each of the Stockholders agrees that, as more fully set forth in the ▇▇▇▇▇▇ Employment Agreement and the Confidentiality and Non-Competition Agreements, in consideration of the payments made to him or her in connection with the sale of the Stock to the Company pursuant to this Agreement, for a period of commencing on the Closing Date and continuing, at a minimum, (x) for ▇▇▇▇▇▇, until the five (5) years from and after year anniversary of the Closing DateDate (the “▇▇▇▇▇▇ Restrictive Period”) and (y) for the Other Stockholders, no Seller shalluntil the greater of (A) the three year anniversary of the Closing Date or (B) eighteen (18) months from the termination of any employment with any Affiliate of the Purchaser (the “Stockholder Restricted Period”), he or she shall not, directly or indirectly (A) offer or sell any products or services, or shall permitparticipate in any business which offers or sells any products or services, cause which compete in any geographic area of the Territory (as defined in Section 7.1(c) below) with the products or encourage any of its Affiliates toservices offered or sold by the Company now or in the future, engage or (B) induce or attempt to induce, directly or indirectly, as an owner, employee, consultant or otherwiseany customer of the Company to cease doing business, in any business that is competitive whole or in part, with the Company or solicit the business of any Transferred Company such customer for any products or services which compete with any of the products or services offered or sold by the Company. Participation in a business shall include, but not be limited to, serving as a director, officer, employee, agent or representative or having a direct and where it is conducted on indirect interest in the Closing Date (business as a “Competitive Business”)stockholder, partner, joint venturer or any other financial interest; provided, however, that it (i) ownership by the Stockholders of not more than two (2%) percent of the outstanding shares of stock of any such business listed on any national stock exchange or listed and actively traded on NASDAQ shall not be deemed to be a violation of this Section 6.7(b) for covenant. Nothing herein shall preclude the Company at any Seller or any of time after the Closing from electing, in its Affiliates sole discretion, to invest modify in any Person which invests in, manages way the restriction in this Section 7.1(a) with respect to any one or operates a Competitive Business, so long as such investment is less than five percent (5%) more of the outstanding ownership interest in such PersonStockholders who are then currently employed by the Company. (iib) For a period ▇▇▇▇▇▇ and each of five (5) years from and after the Closing Date, except Other Stockholders agree that in consideration of the payments to him or her in connection with the advance consent sale of the BuyerStock in the Company pursuant to this Agreement, for the Sellers shall not▇▇▇▇▇▇ Restrictive Period or the Stockholder Restrictive Period, and as the case may be, he or she shall not permiteither on his or her own account or for any Person, cause or encourage any of their Affiliates tosolicit, recruit, offer employment, employ, engage as a consultant, lure or entice awayinterfere with, or in endeavor to cause any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for to leave his employment or induce or attempt to induce any such employee to breach his or her employment agreement with the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iiic) If the final judgment of a court of competent jurisdiction declares that any term or provision For purposes of this Section 6.7(bArticle 7, ATerritory@ shall mean the United States and Canada and any other country or place where the Company is engaging or has engaged in business in any material respect at any time during the ▇▇▇▇▇▇ Restricted Period or the Stockholder Restricted Period, as the case may be. (d) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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 each of the invalid or unenforceable term or provision, Other Stockholders acknowledge that both the geographic scope and this Agreement will be enforceable as so modified after the expiration length of the time within which restrictions imposed, respectively, on ▇▇▇▇▇▇ and the judgment may be appealedOther Stockholders hereunder are fair and reasonable in the circumstances and are necessary and fundamental to the protection of the Business of the Company.

Non-Competition; Non-Solicitation. TransTex acknowledges that the agreements and covenants contained in this ARTICLE VII are essential to protect the Business being acquired by Buyer and Buyer would not undertake the transactions contemplated by this Agreement or by the other Transaction Documents but for such agreements and covenants. Accordingly, TransTex covenants and agrees as follows: (ia) For a period of five two (52) years from and after commencing on the Closing DateDate (the “Restricted Period”), no Seller shallTransTex shall not, or and shall permit, cause or encourage not permit any of its Affiliates to, engage directly or indirectly, as an owner, employee, consultant (i) engage in or otherwise, assist others in engaging in the Business in any business that is competitive with state where TransTex conducts the business Business as of any Transferred Company as and where it is conducted on the Closing Date (a the “Competitive BusinessRestricted Territory”); provided, however, that it shall not be deemed to be a violation of this Section 6.7(b(ii) for any Seller or any of its Affiliates to invest have an interest in any Person which invests inother than Eureka Hunter Holdings that engages directly or indirectly in the Business in the Restricted Territory in any capacity, manages including as a partner, shareholder, member, officer, director, investor, employee, principal, agent, lender, trustee or operates consultant; or (iii) cause, induce or encourage any material actual or prospective customer, supplier or licensor of the Business (including any existing or former customer of TransTex and any Person that becomes a Competitive customer of the Business after the Closing), or any other Person who has a material business relationship with the Business, so long to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, TransTex may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if TransTex is not a controlling Person of, or a member of a group which controls, such investment is less than five percent (Person and does not, directly or indirectly, own 5%) % or more of the outstanding ownership interest in any class of securities of such Person. (iib) For a period of five (5) years from and after During the Closing DateRestricted Period, except with the advance consent of the Buyer, the Sellers TransTex shall not, and shall not permitpermit any of its Affiliates to, cause directly or indirectly, hire or solicit any person who is or was employed by Buyer in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 7.1(b) shall prevent TransTex or any of their its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer, (ii) TransTex’s accounting employee working in Dallas, Texas, or (iii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, TransTex shall not, and shall not permit any of its Affiliates to, recruitdirectly or indirectly, offer employmentsolicit or entice, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuadesolicit or entice, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee customers of the Company who has been employed as an airplane pilot for the 43 Company, Buyer or (b) an officer potential clients or customers of the Company who is terminated by a Transferred Company Buyer for purposes of diverting their business or resigns therefrom to hire an employee of services from the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationBuyer. (iiid) If After the final judgment Closing Date, TransTex shall not disparage Buyer, Eureka Hunter, Eureka Hunter Holdings or Magnum Hunter or any of a court of competent jurisdiction declares that any term their Affiliates, stockholders, members, directors, officers, employees or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedagents.

Non-Competition; Non-Solicitation. (i) For During Executive’s employment with the Company and for a period of five one year following Executive’s Termination Date if such Termination Date occurs prior to a Change of Control or two years following Executive’s Termination Date if such Termination Date occurs after a Change of Control (5) years from and after the Closing Dateeach, no Seller shalla “Restricted Period”), or Executive agrees that Executive shall permitnot, cause or encourage any of its Affiliates to, engage directly or indirectly, manage, operate, join, control, be employed by or participate in the management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as an ownera stockholder, director, officer, consultant, independent contractor, employee, consultant partner or otherwiseinvestor in, in any operations of a business that is competitive are in competition with the business of any Transferred the Company in the material plays or fields in which the Company has or proposes to have operations as set forth on Exhibit A to this Agreement, which Exhibit A may be modified prior to the time of Executive’s termination of employment by the Board upon written notification of such modification to Executive (the “▇▇▇▇▇▇▇ Plays and where it is conducted on the Closing Date (a “Competitive BusinessFields”); provided, however, that it shall not be deemed to be a violation of nothing in this Section 6.7(b7(c) for any Seller shall prohibit Executive from (A) participating in operations of a business to the extent such operations are not in competition with the business of the Company in the ▇▇▇▇▇▇▇ Plays and Fields, (B) participating solely as a passive investor in oil ▇▇▇▇▇ or any of its Affiliates to invest in any Person which invests insimilar investments, manages owning 3% or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest securities of any class of any issuer whose securities are registered under the Exchange Act or making passive investments in such Person.any hedge, private equity or mutual fund or similar investment vehicle, (C) serving as a director of an entity that has less than 5% of its assets located in the ▇▇▇▇▇▇▇ Fields and Plays, or (D) serving as a director of Denbury Resources Inc. (ii) For a period of five (5) years from and after the Closing Date, except During Executive’s employment with the advance consent of Company and during the Buyerapplicable Restricted Period, the Sellers shall not, and shall Executive agrees not permit, cause or encourage any of their Affiliates to, in any form or manner, directly or indirectly, on his own behalf or in combination with others (A) solicit, induce or influence any customer, supplier, lender, lessor or any other person with a business relationship with the Company to discontinue or reduce the extent of such business relationship or (B) recruit, offer employment, employ, engage as a consultant, lure solicit or entice away, otherwise induce or in influence any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for to discontinue their employment with the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. (ia) For a period of five years commencing on the Closing Date (5the “Restricted Period”), the Seller shall not, and shall not permit any of its Affiliates to directly or indirectly, engage in, conduct, manage, operate or control, or participate in the ownership, management, operation or control of or, lend money or render financial or other assistance to, any Competing Business anywhere in the world or cause, induce or encourage any material actual or prospective client or customer, supplier or licensor of the Business (including any existing or former client or customer of the Seller (in respect of the Business) years from or Raydex and any Person that becomes a client or customer of the Business after the Closing Date, no Seller shallClosing), or any other Person who has a material business relationship with the Business, to terminate or materially modify any such actual or prospective relationship with respect to the Business. (b) During the Restricted Period, the Seller shall permitnot, cause or encourage and shall not permit any of its Affiliates to, engage directly or indirectly, as an ownerhire or solicit any person who is offered employment by the Buyer pursuant to Section 9.1 or is or was employed in the Business during the Restricted Period, employeeor encourage any such employee to leave such employment or hire any such employee who has left such employment, consultant or otherwise, in except pursuant to a general solicitation which is not directed specifically to any business that is competitive with the business of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”)such employees; provided, however, that it shall not be deemed to be a violation of nothing in this Section 6.7(b10.5(b) for any shall prevent the Seller or any of its Affiliates to invest in from hiring: (i) ▇▇▇ ▇▇▇▇▇▇▇▇▇, an employee working at the Business’ Indianapolis, Indiana location at the Closing, if he does not accept offered employment from Buyer, (ii) any Person which invests inemployee whose employment has been terminated by the Buyer or (iii) after 180 days from the date of termination of employment, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of any employee whose employment has been terminated by the outstanding ownership interest in such Personemployee. (iic) For Nothing in this Section 10.5 or otherwise in this Agreement shall preclude or restrict the Seller and/or any of its Affiliates from owning, carrying on, operating, being interested in, developing and/or otherwise promoting the Retained Businesses (as conducted on the Closing Date) in a period manner that does not result in a violation of five the covenants and agreements of the Seller set forth in this Section 10.5. (5d) years Nothing in this Section 10.5 or otherwise in this Agreement shall preclude or restrict the Seller and/or any of its Affiliates from and acquiring or entering into a merger or other business combination with, on or after the Closing Date, except with the advance consent any company or business (an “Acquired Business”) a part of the Buyer, the Sellers shall not, and shall not permit, which (a “Competing Division”) directly or indirectly would cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii10.5, provided that: (i) for (a) any Seller to hire an employee the aggregate turnover of the Company who has been employed as an airplane pilot Acquired Business in the 12 months prior to such acquisition, merger or combination which is accounted for by the 43 CompanyCompeting Division does not exceed 20% of the turnover of the Acquired Business during such period; and (ii) the Seller shall cause a Competing Division to be divested from the Acquired Business by consummating a sale of such Competing Division to a third party (a “Competing Division Sale”) within twelve (12) months of the closing of the Seller’s or its applicable Affiliate’s acquisition of, or (b) an officer merger or other business combination with, the Acquired Business. The Seller shall notify the Buyer as soon as reasonably practicable of the Company who is terminated by a Transferred Company same and the Buyer shall be entitled to submit an offer to purchase the Competing Division or resigns therefrom the relevant part thereof (as the case may be) and shall be granted the opportunity to hire an employee purchase the Competing Division or relevant part thereof (as the case may be); provided that the decision as to whether or not to sell the Competing Division or part thereof (as the case may be) and on which terms and conditions and to whom shall be at the sole discretion of the Company who had worked in an administrative position directly for such officer immediately before such termination Seller and/or the relevant Affiliate and subject always to, inter alia, the agreement between the parties of mutually acceptable terms (including as to timing) and the submission of any applicable Governmental Filings and the obtaining of any applicable Governmental approvals or resignationother regulatory and/or other consents. (iiie) If The Seller acknowledges that a breach or threatened breach of this Section 10.5 would give rise to irreparable harm to the final judgment 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 the Seller of any such obligations, the Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to 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 declares (without any requirement to prove damages or to post bond). (f) The Seller acknowledges that the restrictions contained in this Section 10.5 are reasonable and necessary to protect the legitimate interests of the Buyer and constitute a material inducement to the Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any term or provision of covenant contained in this Section 6.7(b) 10.5 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is invalid expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or unenforceable, the parties hereto agree that the court making the determination of service or other limitations permitted by applicable Law. The covenants contained in this Section 10.5 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability will have the power to reduce the scope, duration, territory or other term or provision, to delete specific words or phrases, or to replace of any invalid or unenforceable term such covenant or provision with a term as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedin any other jurisdiction.

Non-Competition; Non-Solicitation. (a) From the Closing Date until the fifth anniversary thereof (the "Restricted Period"), ▇▇▇▇▇▇, a Seller, agrees that she shall not, and shall cause her respective Affiliates not to, directly or indirectly through any Person or contractual arrangement: (i) For Engage in services on her own behalf or in conjunction with a period of five (5) years from and after Competitor that are substantially similar to those services ▇▇▇▇▇▇ provided to either Company before the Closing Date, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as an owner, employee, consultant or otherwiseClosing, in any business capacity that is competitive with the business Company, within North America, South America, Europe and Asia/Pacific (the "Restricted Area"). The Companies generally are engaged in aviation aftermarket support services, aviation repair, aviation overhaul activities, aviation maintenance activities, the provision of any Transferred Company as aviation parts and where it is conducted on components (including pneumatics, fuel systems, electro-mechanical and electrical accessories, interior components, oxygen, main engine controls, hydromechanical units and fuel metering units) and the Closing Date (a “Competitive Business”); provided, however, that it shall not be deemed to be a violation supply and maintenance repair and overhaul of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Personcargo containers. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or Engage in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave Competitive Activity in the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationRestricted Area. (iii) If Divert away from any business of the final judgment type engaged in by either Company while ▇▇▇▇▇▇ was employed by the Company from the Company or any Affiliate thereof to another Person. Additionally, ▇▇▇▇▇▇ shall not, during the Restricted Period solicit, divert away or attempt to divert away business of the type engaged in by either Company while she was employed by the Company from any Company Customer, either directly or indirectly. (iv) (A) Solicit, entice, persuade or induce any employee, agent or representative of either Company or any subsidiary thereof, who was an employee, agent or representative of the Company or any subsidiary thereof, to terminate such Person's relationship with the Company or any subsidiary thereof or to become employed by any Person other than the Company or the subsidiary thereof; (B) approach any such Person for any of the foregoing purposes; or (C) authorize, solicit or assist in the taking of such actions by any third Person. (v) Disparage the Companies, Buyer or any of their Affiliates in any way that would reasonably be expected to adversely affect the goodwill, reputation or business relationships of the Companies, Buyer or any of their Affiliates with the public generally, or with any of their customers, suppliers or employees. For the avoidance of doubt, FirstKem, LLC, a court Florida limited liability company, engaging in the sale of competent jurisdiction declares that any term chemical or provision consumable products to FirstKem, LLC's customers who may also be customers of either Company shall not be deemed a breach of this Section 6.7(b6.13. (b) is invalid or unenforceableFor all purposes hereof: (i) The term "Competitor" means a business engaged in aviation aftermarket support services, aviation repair, aviation overhaul activities, aviation maintenance activities, the parties hereto agree that provision of aviation parts and components, including pneumatics, fuel systems, electro-mechanical and electrical accessories, interior components, oxygen, main engine controls, hydromechanical units, fuel metering units and the court making the determination supply and maintenance repair and overhaul of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision cargo containers that is valid and enforceable and that comes closest to expressing directly or indirectly competitive with the intention of Company or any subsidiary thereof during the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedRestricted Period.

Non-Competition; Non-Solicitation. (ia) For In order for Purchaser to have and enjoy the full benefit of the Business, and as a material inducement to Purchaser to enter into this Agreement (without such inducement Purchaser would not have entered into this Agreement), for a period of five (5) years from and after commencing on the Closing Date, no Seller neither Seller, COG nor any of their controlled Affiliates (each a “Restricted Party”) shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectlyindirectly (whether by itself, through an Affiliate, in partnership or conjunction with, or as an employee, officer, director, manager, member, owner, employee, consultant or otherwiseagent of, in any business that is competitive with the business of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”); provided, however, that it shall not be deemed to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such other Person.): (iii) For a period of five (5) years from and after the Closing Dateundertake, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause participate or encourage carry on or be engaged or have any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure financial or entice awayother interest in, or in any other manner persuade advise or assist any other Person in connection with the operation of a Competing Business anywhere in the world; (ii) solicit, entice, encourage or intentionally influence, or attempt to persuadesolicit, entice, encourage or influence, any Person who is an employee of Purchaser, any Transferred Company Purchased Subsidiary or any of their respective controlled Affiliates as of immediately following the Closing or any Business Employee who did not accept employment with Purchaser at the Closing, to resign or leave the employ of Purchaser, any Purchased Subsidiary or any of their respective Subsidiaries or otherwise hire, employ, engage or contract any such Transferred Company; provided, however, that it shall not be deemed employee to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot perform services other than for the 43 Companybenefit of Purchaser, any Purchased Subsidiary or (b) an officer any of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation.their respective Subsidiaries; or (iii) If solicit, entice, encourage or influence, or attempt to solicit, entice, encourage or influence, any customer of the final judgment Business (including any Person who has been a customer of the Business or any Purchased Subsidiary at any time during the period of 12 months before the Closing) to alter, reduce or terminate its business relationship with the Business, Purchaser, any Purchased Subsidiary or any of their respective Subsidiaries for the direct or indirect benefit of any Competing Business. (b) Notwithstanding Section 7.17(a), none of the following activities shall constitute a violation of Section 7.17(a): (i) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at individual prospective employees, consultants or independent contractors; or (ii) a Restricted Party holding not more than 5% of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business. (c) Notwithstanding anything to the contrary set forth herein (including Section 11.3 in the event of a breach of any of the provisions of Section 7.17(a) (the “Restrictive Covenants”): (i) Purchaser and its Subsidiaries (including the Purchased Subsidiaries) shall have the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction declares and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any term breach of any of the Restrictive Covenants would cause irreparable and material Loss to Purchaser and its Subsidiaries (including the Purchased Subsidiaries), the amount of which cannot be readily determined and as to which neither Purchaser nor any of its Subsidiaries (including the Purchased Subsidiaries) will have any adequate remedy at law or provision in damages; (ii) it is the desire and intent of this Section 6.7(b) the Parties that the Restrictive Covenants be enforced to the fullest extent permissible under the Laws, Orders and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be deemed amended to the parties hereto extent necessary in order that such provision be valid and enforceable, the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iii) the Parties acknowledge and agree that the court making Restrictive Covenants are necessary for the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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 protection and enforceable and that comes closest to expressing the intention preservation of the invalid or unenforceable term or provision, value and this Agreement will be enforceable as so modified after the expiration goodwill of the time within which the judgment may be appealedPurchaser’s and each of Purchased Subsidiary’s businesses and are reasonable and valid in geographical and temporal scope and in all other respects.

Non-Competition; Non-Solicitation. The Employee hereby acknowledges that, during and solely as a result of his employment by the Employer, he has received and shall continue to receive: (1) special training and education with respect to the operations of a cable television company and other related matters, and (2) access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to the Employee by the Employer as a result of the Employee's employment, as outlined in the previous sentence, the Employee hereby agrees as follows: (a) During a period ending two years following the termination of his employment under this Agreement, the Employee shall not, without the prior written consent of the Employer, (i) For directly or indirectly engage in any business that competes with the Employer or any Affiliate of the Employer in their conduct of the cable television business, or otherwise receive compensation for any services rendered regarding any aspect of the cable television business anywhere within the (b) During his employment with the Employer and, except as may be otherwise herein provided, for a period of five two (52) years following the termination of his employment with the Employer, regardless of the reason for such termination, the Employee agrees he will refrain from and after the Closing Datewill not, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as an ownerindividual, partner, officer, director, stockholder, employee, consultant advisor, independent contractor, joint venturer, consultant, agent, representative, salesman or otherwise (1) solicit any of the employees of the Employer to terminate their employment or (2) accept employment with or seek remuneration by any of the clients or customers of the Employer with whom the Employer did business during the term of the Employee's employment. (c) The period of time during which the Employee is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) shall be extended by any length of time during which the Employee is in breach of such covenants. (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) are essential elements of this Agreement, and that, but for the agreement of the Employee to comply with such covenants, the Employer would not have agreed to enter into this Agreement. Such covenants by the Employee shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of the Employee against the Employer, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Employer of such covenants. (e) It is agreed by the Employer and Employee that if any portion of the covenants set forth in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as to time and geographical area. The Employer and Employee agree that, if any court of competent jurisdiction determines the specified time period or the specified geographical area applicable to this Section 11 to be invalid, unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against the Employee. The Employer and the Employee agree that the foregoing covenants are appropriate and (f) Notwithstanding any provision of this Section 11 to the contrary, during the term of this Agreement, the Employee may acquire, engage in business that is competitive with the business of with, and receive compensation from any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”); other company or business, provided, however, that it (i) in the case of an acquisition of a business operating cable television systems, telephony systems, internet systems, or other communication or new media services or products, Employer must have been offered the opportunity to acquire such business on terms and conditions not less favorable than the terms upon which Employee purchases such business; (ii) such other company or business shall not be in competition with Employer; and (iii) Employee shall continue to devote substantially all of his time to the business affairs of the Employer. The Employer will be deemed to be have been afforded an opportunity to purchase a violation business if, at least 60 days prior to any such acquisition by the Employee, the Employer is presented a description of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates such business and a Competitive Business, so long as such investment is less than five percent (5%) detailed description of the outstanding ownership interest in terms upon which such Person. business is to be purchased, and the Board of Directors of the Employer (i) votes not to acquire such business pursuant to such terms, (ii) For fails to make a period determination whether to acquire such business within 20 days of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ receipt of such Transferred Company; provided, however, that it shall not be deemed to be a violation description of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Companysuch business and such terms, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power terminates negotiations with such business after initially determining to reduce the scope, duration, territory or other term or provision, negotiate to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedacquire such business.

Non-Competition; Non-Solicitation. (ia) For Each of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ agrees that, for a period of five (5) three years from and after the Closing Date, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as an owner, employee, consultant or otherwise, in any business that is competitive with the business of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”); providedor, howeverif later, that it shall not be deemed to be a violation two years following termination of this Section 6.7(b) for any Seller such Seller’s employment with Parent or any of its Affiliates to invest Affiliates, but in any Person which invests in, manages or operates a Competitive Business, so long as such investment is no event less than five percent years from the Closing Date), he shall not, without the prior written consent of Parent, directly or indirectly through another Person: (5%i) of engage in a Competitive Business (as defined below) in the outstanding ownership interest in such Person.Geographical Areas (as defined below); (ii) For hire, recruit, attempt to hire, solicit or assist others in recruiting or hiring any Person who is an executive, employee, client, customer, consultant or registered representative (including any known prospective registered representative) of the Company or any Subsidiary, Parent or any Affiliate of Parent (each, a “Restricted Person”) or induce or attempt to induce any such Restricted Person to terminate, cancel or withdraw his employment or business relationship with, or the provision of his services to, the Company, Parent or an Affiliate of Parent or to take employment with, or utilize the services of, another party other than the Company, Parent or an Affiliate of Parent. The previous sentence shall not preclude general solicitations in newspapers or similar mass media not targeted toward Restricted Persons; and (iii) register with any broker-dealer or affiliate with any registered investment adviser other than the Surviving Corporation or a Parent Affiliate. Notwithstanding the foregoing, during the two years following termination of his employment with , or his service as an independent contractor to, Parent or its Affiliates, if such termination is later than the period of five years following the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ may provide asset management and brokerage services to his existing or former customers or clients. (b) ▇▇▇▇▇ ▇▇▇▇▇▇ agrees that, for a period of five (5) three years from and after the Closing Date (or, if later, two years (or one year with respect to subsections (i) and (iii) below) following termination of his employment with Parent or its Affiliates, but in no event less than four years from the Closing Date), except with the advance consent of the Buyer, the Sellers he shall not, and shall not permitwithout the prior written consent of Parent, cause directly or encourage any of their Affiliates toindirectly through another Person: (i) engage in a Competitive Business (as defined below) in the Geographical Areas (as defined below); (ii) hire, recruit, offer employmentattempt to hire, employ, engage as a consultant, lure solicit or entice away, assist others in recruiting or in hiring any other manner persuade Restricted Person or induce or attempt to persuadeinduce any such Restricted Person to terminate, any Person who is cancel or withdraw his employment or business relationship with, or the provision of his services to, the Company, Parent or an employee Affiliate of any Transferred Company Parent or to leave take employment with, or utilize the employ services of, another party other than the Company, Parent or an Affiliate of such Transferred Company; provided, however, that it Parent. The previous sentence shall not be deemed to be preclude general solicitations in newspapers or similar mass media not targeted toward Restricted Persons; and (iii) register with any broker-dealer or affiliate with any registered investment adviser other than the Surviving Corporation or a violation of this Section 6.7(b)(iiParent Affiliate. (c) for (aEach Seller not listed in Sections 5.8(a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) agrees that, for a period of four years from the Closing Date (five years from the Closing Date in the case of ▇▇▇▇▇▇ ▇▇▇▇▇▇), or if later, one year from the date that he or she last receives salary, Additional Contingent Consideration, commissions or other payment from Parent or its Affiliates, he or she shall not, without the prior written consent of Parent, directly or indirectly through another Person: hire, recruit, attempt to hire, solicit or assist others in recruiting or hiring any Restricted Person or induce or attempt to induce any such Restricted Person to terminate, cancel or withdraw his employment or business relationship with, or the provision of his services to, the Company, Parent or an officer Affiliate of Parent or to take employment with, or utilize the services of, another party other than the Company, Parent or an Affiliate of Parent. The previous sentence shall not preclude general solicitations in newspapers or similar mass media not targeted toward Restricted Persons. This Section 5.8(c) shall not preclude or restrict any such Seller governed by Section 5.8(c) who is a registered representative of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee the Surviving Corporation from soliciting existing or former customers or clients of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationregistered representative. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. (ia) For During the Restricted Period, a period of five (5) years from and after the Closing Date, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as an owner, employee, consultant or otherwise, in any business that is competitive with the business of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”); provided, however, that it shall not be deemed to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage permit any of their his Affiliates to, recruitdirectly or indirectly, offer employment(i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, employ, engage including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, lure a Seller or entice awayhis Affiliates may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if such Seller is not a controlling Person of, or in any other manner persuade a member of a group which controls, such Person and does not, directly or attempt to persuadeindirectly, any Person who is an employee own 5% or more of any Transferred Company to leave the employ class of securities of such Transferred Company; providedPerson. (b) During the Restricted Period, howevera Seller shall not, that it and shall not be deemed to be a violation permit any of this Section 6.7(b)(ii) for (a) his Affiliates to, directly or indirectly, hire or solicit any Seller to hire an employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.02(b) shall prevent a Seller or any of his Affiliates from hiring (i) any employee whose employment has been employed as an airplane pilot for terminated by the 43 CompanyCompany or Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, a Seller shall not, and shall not permit any of his Affiliates to, directly or indirectly, solicit or entice, or (b) an officer attempt to solicit or entice, any Person such Seller knows to be a client or customer of the Company who is terminated by or a Transferred Company potential client or resigns therefrom to hire an employee customer of the Company who had worked in an administrative position directly for such officer immediately before such termination the purpose of diverting their business or resignationservices from the Company. (iiid) If Sellers acknowledge that a breach or threatened breach of this Section 5.02 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agree that in the final judgment event of a breach or a threatened breach by a Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to 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 declares (without any requirement to post bond). (e) Sellers acknowledge that the restrictions contained in this Section 5.02 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any term or provision of covenant contained in this Section 6.7(b) 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is invalid expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or unenforceableservice, the parties hereto agree that the court making the determination of or other limitations permitted by applicable Law. The covenants contained in this Section 5.02 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability will have the power to reduce the scope, duration, territory or other term or provision, to delete specific words or phrases, or to replace of any invalid or unenforceable term such covenant or provision with a term as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision that is valid and enforceable and that comes closest in any other jurisdiction. (f) Intentionally left blank. (g) Additionally, during the period of employment of any Seller by the Company, the Company shall not require a Seller to expressing work on or in any business except the intention of business currently engaged in by the invalid or unenforceable term or provisionCompany, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedparties agree encompasses the Restricted Business.

Non-Competition; Non-Solicitation. Employee acknowledges and recognizes the highly competitive nature of the business of Alion and Alion's subsidiaries and accordingly agree as follows: A. During the Term and the Restricted Period (as defined in Section 9.G), Employee will not knowingly (after due inquiry), whether on Employee's own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly solicit or assist in soliciting in competition with Alion, the business of any customer or prospective customer of Alion of which Employee is aware at the time of such termination. B. During the Restricted Period, Employee will not directly or indirectly: (i) For engage in any services either individually or on behalf of any person that compete with any material business of Alion or Alion's subsidiaries as conducted at the time Employee ceases to be employed by Alion (including, without limitation, businesses which Alion or Alion's subsidiaries had at such time specific plans to conduct in the future and as to which plans Employee is aware at the time Employee ceases to be employed by Alion) in the United States (a period of five "Competitive Business"); (5ii) years from and after the Closing Date, no Seller shallacquire a financial interest in, or shall permitotherwise become actively involved with, cause or encourage any of its Affiliates toCompetitive Business, engage directly or indirectly, as an ownerindividual, employeepartner, consultant shareholder, officer, director, principal, agent, trustee or otherwiseconsultant, except to the extent that such financial interest is a component of compensation or benefits payable pursuant to subsequent employment not otherwise prohibited by this Agreement; or (iii) interfere with, or attempt to interfere with, business relationships formed at or prior to the time Employee ceases to be employed by Alion between Alion or any of Alion's subsidiaries and customers, clients, suppliers of Alion or Alion's subsidiaries, as to which Employee is aware at the time he ceases to be employed by Alion. C. Notwithstanding anything to the contrary in this Agreement, Employee may, directly or indirectly own, solely as an investment, securities of any business that is competitive with person engaged in the business of any Transferred Company as and where it is conducted Alion or Alion's subsidiaries which are publicly traded on a national or regional stock exchange or on the Closing Date over-the-counter market, or for which such person is required to file annual and quarterly reports with the U.S. Securities and Exchange Commission in accordance with the Securities Exchange Act of 1934, as amended, if Employee (i) is not a “Competitive Business”); providedcontrolling person of, howeveror a member of a group which controls, that it shall not be deemed to be a violation such person and (ii) does not, directly or indirectly, own 5% or more of this Section 6.7(bany class of securities of such person. D. During the Restricted Period, Employee will not, whether on Employee's own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly: (i) for solicit or encourage any Seller employee of Alion or any of its Affiliates Alion's affiliates to invest in any Person which invests inleave the employment of Alion or such affiliate, manages provided that such employee was employed (or operates a Competitive Business, so long as such investment is less than five percent (5%had an offer of employment) of with Alion at the outstanding ownership interest in such Person. time Employee ceases to be employed by Alion; (ii) For a period of five (5) years from and after the Closing Datewithout Alion's written permission, except with the advance consent hire any such employee who was employed by Alion or Alion's affiliates as of the Buyereffective date of Employee's termination of employment with Alion or who left employment with Alion or Alion's affiliates coincident with, or within three (3) months prior to or after, the Sellers shall not, and shall not permit, cause termination of Employee's employment with Alion; or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If encourage to cease to work with Alion or Alion's affiliates any consultant then under contract with Alion or Alion's affiliates. E. It is expressly understood and agreed that although Employee and Alion consider the restrictions contained in this Section 9.E to be reasonable, if a final judgment of judicial determination is made by a court of competent jurisdiction declares that the time or territory or any term or provision of other restriction contained in this Section 6.7(b) letter agreement is invalid or unenforceablean unenforceable restriction against you, the parties hereto agree that the court making the determination provisions of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will not be enforceable rendered void but will be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this letter agreement is unenforceable, and such restriction cannot be amended so modified after as to make it enforceable, such finding will not affect the expiration enforceability of any of the time within which other restrictions contained herein. F. Throughout the judgment may be appealedRestricted Period, the Company shall continue to furnish to Employee the pre-selected health, dental, vision, disability and life insurance coverage through the Company's insured welfare benefit plans and policies, and shall pay the employer's contribution for such coverages.

Non-Competition; Non-Solicitation. (ia) For a period commencing on the Closing Date and continuing through the 2025 Earn-Out Period (the “Restricted Period”), Seller shall not directly or indirectly, (i) engage in or assist others (other than by virtue of five any Ancillary Document or the VA Arrangement) in engaging in the Restricted Business in the Territory; (5ii) years from have an interest in any Person (other than by virtue of holding the shares of Buyer ADSs) that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, Third Party Payor, customer, referral source, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person who has a material business relationship with the Business, to terminate or materially and substantively modify any such actual or prospective relationship, except to the extent the same occurs to facilitate the transition of the VA Arrangement to Buyer. Notwithstanding the foregoing, nothing herein shall prohibit the Seller or its Affiliates, after the Closing Date, no Seller shallfrom: (i) owning, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, solely as an ownera passive investment in which Seller is not a controlling Person, employee, consultant or otherwise, in any business that is competitive with the business securities of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”); provided, however, that it shall not be deemed Person equal to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest equity securities that are available in such Person. (ii) For the private marketplace or publicly-traded on a period of five (5) years from and after the Closing Daterecognized domestic or foreign securities exchange or over-the-counter market, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it the foregoing restriction shall not be deemed limit the ability of Seller or its Affiliates to be a violation continue to hold passive investments in any amount of this Section 6.7(b)(ii) for (a) any Person to the extent the same are owned by Seller to hire an employee or its Affiliates as of the Company who has been employed as Closing Date; (ii) acquiring or owning, directly or indirectly, an airplane pilot for the 43 Company, or equity interest (b) an officer regardless of the Company who is terminated percentage of such equity stake) of a Person that conducts a Restricted Business where the revenues derived by a Transferred Company or resigns therefrom to hire an employee such Person from such Restricted Business constitute less than [***] of the Company who had worked in an administrative position directly for total consolidated revenues of such officer immediately before such termination or resignation.Person at the time of the acquisition; (iii) If designing, manufacturing, assembling, acquiring, incorporating, selling, servicing, marketing or otherwise providing any components, reagents and other materials that would have otherwise constituted Inventory under this Agreement that are or could be used in both the final judgment Restricted Business and outside the Restricted Business; (iv) developing, creating, engineering, selling, servicing, marketing or otherwise commercializing any in vitro test with a prognostic and / or diagnostic indication for [***]; or (v) being a party to or performing its obligations under that certain License Agreement between Seller and Epic Sciences, Inc. dated March 18, 2019 and that certain Laboratory Services Agreement between Seller and Epic Sciences, Inc. dated March 18, 2019. (b) During the Restricted Period, Seller shall not directly or indirectly, solicit any Transfer Employees who have accepted an offer of employment from Buyer pursuant to Section 6.05(a), or encourage any Transfer Employee to leave such employment, except pursuant to a general solicitation which is not directed specifically to any Transfer Employees; provided, that nothing in this Section 6.07(b) shall prevent Seller from soliciting, hiring or employing by any means (i) Transfer Employees who have been extended an offer of employment from Buyer, and declined such offer; (ii) any employee whose employment has been terminated by Buyer; or (iii) after 90 days from the date of termination of employment, any employee whose employment has been terminated for any reason other than by ▇▇▇▇▇. For the avoidance of doubt, nothing in this Section 6.07(b) shall restrict Seller or its Affiliates from hiring any Transfer Employee that responds to a general solicitation which is not directed specifically to any Transfer Employees. (c) The taking of any action by Exact Sciences Corporation, a Delaware corporation and the parent of Seller, or any of its controlled Affiliates that would constitute a breach of this Section 6.07 if taken by Seller, shall be deemed to have been taken by Seller. (d) Seller acknowledges that a breach or threatened breach of this Section 6.07 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 of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to 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 declares (without any requirement to post bond). (e) Seller acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any term or provision of covenant contained in this Section 6.7(b) 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is invalid expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or unenforceable, the parties hereto agree that the court making the determination of service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability will have the power to reduce the scope, duration, territory or other term or provision, to delete specific words or phrases, or to replace of any invalid or unenforceable term such covenant or provision with a term as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedin any other jurisdiction.

Non-Competition; Non-Solicitation. (ia) For Each Restricted Stockholder and her, his or their Affiliates over which she, he or they has/have control shall not, directly or indirectly, for a period of five (5) years from and [***] after the Closing Date, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, (whether as an owner, employee, operator, manager, consultant or otherwise, ) anywhere in the world in any business that is competitive competes with the business of any Transferred Business as conducted by the Company as and where it is conducted on of the Closing Date (a “Competitive Business”); providedDate. Notwithstanding the foregoing, howevereach Restricted Stockholder and her, that it his or their Affiliates shall not be deemed to be a violation of prohibited by this Section 6.7(b6.5(a) for any Seller from (i) acquiring or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is owning less than five percent (5%) of the outstanding ownership interest voting power of any publicly traded company on a passive basis; (ii) work for a Person (a) that is not primarily engaged in the Business and (b) for which the Business does not generate a significant portion of such Person▇▇▇▇▇’▇ aggregate revenue; provided that (1) the Restricted Stockholder does not personally participate in the Business and (b) the services provided by the Restricted Stockholder to such Person do not primarily relate to or assist with the Business; or (iii) work as a professor of the for a college, university or other academic institution. (iib) For Each Restricted Stockholder and her, his or their Affiliates over which she, he or they has/have control shall not, nor shall she, he or they permit any of her, his or their Affiliates to, directly or indirectly, for a period of five (5) years from and [***] after the Closing Date, except with (i) other than for the advance consent benefit of the BuyerCompany or the Purchaser, divert or take away any business from or with, any customer, supplier, agent or distributor of the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice awayCompany, or in any other manner persuade solicit, call upon, or attempt to persuadeinduce any such customer, any Person who is an employee of any Transferred Company supplier, agent or distributor to leave terminate or adversely affect or materially reduce their business relationship with the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (bii) contact, solicit or approach for the purpose of offering employment to, or hire (whether as an officer of employee, consultant, agent, independent contractor or otherwise), any employee employed or full-time consultant engaged by the Company who is terminated by during the [***] period preceding such contact, solicitation or approach (provided, that the foregoing clause shall not prohibit each Restricted Stockholder or her, his or their Affiliates from making a Transferred Company general solicitation not targeting any such employee or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationconsultant). (iiic) If Each Restricted Stockholder, for himself and on behalf of her, his or their Affiliates, agrees that the final judgment scope of the restrictive provisions set forth in this Section 6.5 are reasonable with respect to subject matter, time and scope and that the provisions contained in this Section 6.5 are a material inducement to the Purchaser’s entering into this Agreement and but for the provisions contained in this Section 6.5, the Purchaser would not have entered into this Agreement. In the event that any court determines that the subject matter, duration or geographic scope, or all of the foregoing, is unreasonable and that such provision is to that extent unenforceable, the Purchaser and each Restricted Stockholder, for itself or himself and on behalf of each of her, his or their or its Affiliates, agree that the provision shall remain in full force and effect for the greatest time period and for the broadest subject matter and in the greatest area, as the case may be, that would not render it unenforceable. It is specifically understood and agreed that any breach of the provisions of this Section 6.5 by each Restricted Stockholder or any of her, his or their Affiliates will result in irreparable injury to the Purchaser, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy it may have, the Purchaser shall be entitled to enforce the specific performance of this Section 6.5 by such Restricted Stockholder and her, his or their Affiliates through both temporary and permanent injunctive relief without the necessity of proving actual damages and without posting a bond, but without limitation of the Purchaser’s right to damages and any and all other remedies available to the Purchaser, it being understood that injunctive relief is in addition to, and not in lieu of, such other remedies. Should a court of competent jurisdiction declares determine that any Restricted Stockholder has breached Section 6.5(a) or 6.5(b) above, the term of the restrictions set forth in Section 6.5(a) or provision 6.5(b), as applicable, shall be tolled by the duration of this Section 6.7(b) is invalid or unenforceablesuch breach. For the avoidance of doubt, the parties hereto acknowledge and agree that the court making restrictions set forth in this Section 6.5 are independent of and in addition to any restrictions set forth in the determination Signing Consultant Documents and/or any other Contract between the Purchaser or any of invalidity its Affiliates (including the Company), on the one hand, and any Restricted Stockholder, on the other hand (including the remainder of this Agreement). Each Restricted Stockholder acknowledges and agrees that she, he or unenforceability will they has/have received, or is receiving, substantial consideration in connection with the power to reduce the scope, duration, territory Transactions. No breach by Purchaser or any of its Affiliates of any contractual or other term obligations it or provision, they have to delete specific words or phrasesany Stockholder shall constitute a defense, or a limitation of, the enforcement of this Section 6.5 against such Stockholder. The prevailing party in any Proceeding to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest enforce this Section 6.5, in addition to expressing the intention of the invalid or unenforceable term or provisionall other remedies available at law, in equity, and this Agreement will under contract, shall be enforceable as so modified after entitled to an award against the expiration other party to cover the costs of the time within which the judgment may be appealedsuch Proceeding, including reasonable attorneys’ fees and expenses.

Non-Competition; Non-Solicitation. (ia) For a period of five (5) four years from and after the Closing Date, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as an owner, employee, consultant or otherwise, in any business that is competitive with the business of any Transferred Company as and where it is conducted commencing on the Closing Date (a the “Competitive BusinessRestricted Period”); provided, however, that it shall not be deemed to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permitpermit any of its Subsidiaries to, cause directly or indirectly, (i) engage as a principal or for its own account or solely or jointly with others, or as stockholders in any corporation or joint stock association, or otherwise own an interest in, manage or operate any business that, directly or through its Affiliates or third parties, markets or sells products in the skincare or cosmetics fields (the “Field”) anywhere in the world (the “Territory”), or (ii) induce or encourage any material client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after Closing), or any other Person who has a material business relationship with the Business, to terminate or modify any such relationship. Notwithstanding the foregoing, (i) Seller may own, directly or indirectly, solely as an investment, securities of any Person if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person, (ii) nothing in this Section 5.03(a) shall be applicable (A) to any Person or any of its Affiliates (other than Seller and its Subsidiaries) that acquires an interest in Seller or any of its Subsidiaries after the date of this Agreement or (B) to any Person as of and following such time that such Person ceases to be a Subsidiary or Affiliate of Seller, (iii) Seller may sell any ingredient of Seller other than Alguronic Acid (as defined in the Patent Assignment Agreement), including triglyceride oils, bioproduct and whole cell algae, to any Person for any use, and (iv) Seller may market and sell, or partner with a third party to market and sell, currently existing inventory of the EverDeep line of products previously marketed and sold by Seller. (b) During the three years following the Closing, Seller, on the one hand, and Buyer and the Company, on the other hand, shall not, and shall cause their Affiliates respective Subsidiaries not to, recruitdirectly or indirectly, offer employment, employ, engage as solicit any person who is a consultant, lure Transferred Employee or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of Seller as of immediately following the Closing, respectively, or encourage any Transferred Company such employee to leave the employ of such Transferred Companyemployment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, howeverthat nothing in this Section 5.03(b) shall prevent any party or any of its Subsidiaries from soliciting (i) any employee of any party whose employment has been terminated by such party or (ii) any employee who responds to a general solicitation not directed specifically at such Person (such as, without limitation, newspaper advertisements or participation at job fairs). (c) The parties acknowledge that it shall not be deemed to be a violation breach or threatened breach of this Section 6.7(b)(ii) 5.03 would give rise to irreparable harm, for (a) any Seller to hire which monetary damages may not be an employee adequate remedy, and hereby agree that in the event of the Company who has been employed as an airplane pilot for the 43 Company, a breach or (b) an officer of the Company who is terminated a threatened breach by a Transferred Company or resigns therefrom party hereto of any such obligations, any other party shall, in addition to hire any and all other rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of injunction, specific performance and any other relief that may be available from a court of competent jurisdiction declares jurisdiction. (d) The parties hereto acknowledge that any term or provision of the restrictions contained in this Section 6.7(b) is invalid or unenforceable, 5.03 are reasonable and necessary to protect the legitimate interests of the parties hereto agree and constitute a material inducement to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.03 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by Applicable Law in any jurisdiction, then any court making is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the determination of maximum time, geographic, product or service or other limitations permitted by Applicable Law. The covenants contained in this Section 5.03 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability will have the power to reduce the scope, duration, territory or other term or provision, to delete specific words or phrases, or to replace of any invalid or unenforceable term such covenant or provision with a term as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedin any other jurisdiction.

Non-Competition; Non-Solicitation. (ia) For As an inducement to Purchaser to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to preserve the goodwill associated with the Business, and except as may be specifically authorized in writing by Purchaser expressly referencing this Section 6.5, for a period of five three (53) years from and after the Closing Date, no Seller shalleach of Sellers, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, AFIC and AFIC II shall not, and shall cause his or shall permit, cause or encourage any of its Affiliates not to, engage directly or indirectly, alone or in association with another Person: (i) engage in, continue in, carry on, or control, operate, manage, or have any ownership or financial interest (whether as an ownerproprietor, employeepartner, member, stockholder, lender, referral source, consultant or otherwise) in, any business or Person that engages in any business that is competitive with aspect of (x) extending credit to or processing payments for clients involved in the transportation industry or (y) the business of any Transferred Company as factoring receivables or engaging in ancillary businesses for the purpose of generating client acquisitions, including operating load boards and where it is conducted on the Closing Date lead generation sites (collectively, a “Competitive Business”); provided, however, that it shall not be deemed to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person.; (ii) For consult with, advise or assist in any way, whether or not for consideration, any business or Person engaged in a period Competitive Business (a “Competitor”), including advertising or otherwise endorsing the products or services of five any such Competitor, soliciting clients or otherwise serving as an intermediary for any such Competitor or loaning money or rendering any other form of financial assistance to any such Competitor; (5iii) years from and after other than with respect to the Closing Date, except with the advance consent individuals listed on Section 6.5(a)(iii) of the BuyerSeller Disclosure Schedule for the periods set forth therein, the Sellers shall notsolicit, and shall not permit, cause induce or encourage any of their Affiliates otherwise offer employment or engagement as an independent contractor to, recruit, offer employment, employ, or engage in discussions regarding employment or engagement as a consultant, lure or entice awayan independent contractor with, or in any other manner persuade or attempt to persuadehire, any Person who is or was an employee employee, commissioned salesperson or consultant of, or who performed similar services for, any Seller, or assist any third party with respect to any of any Transferred Company to leave the employ foregoing, unless such Person has been separated from his or her employment or other relationship with Purchaser and each of such Transferred Company; provided, however, its Affiliates for a period of twelve (12) consecutive months (it being understood that it this Section 6.5(a)(iii) shall not be deemed prohibit the parties bound by this Section 6.5(a)(iii) from engaging professional services firms (e.g., law firms, audit firms and information technology consulting firms) that may in the past have been engaged by the Sellers); or (iv) engage in any practice the purpose of which is to be a violation evade the provisions of this Section 6.7(b)(ii) for (a) any Seller covenant not to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or compete. (b) an officer Notwithstanding the foregoing, Section 6.5(a) shall not prohibit: (i) the ownership of not more than one percent (1%) of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee securities of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory corporation or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.entity

Non-Competition; Non-Solicitation. Executive and Company agree to the non-competition and non-solicitation provisions of this Article VIII (i) For a period as part of five the consideration for the compensation and benefits to be paid to Executive hereunder, (5ii) years to protect the trade secrets and confidential information of Company or its affiliates disclosed or entrusted to Executive by Company or its affiliates or created or developed by Executive for Company or its affiliates, the business goodwill of Company or its affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by Company or its affiliates and (iii) as an additional incentive for Company to enter into this Agreement. (a) Subject to the exceptions set forth in section 8.2(b) below, Executive expressly covenants and agrees that during the Prohibited Period, (i) he will refrain from and after the Closing Datecarrying on or engaging in, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as any Competing Business in the Restricted Area and (ii) he will not, and he will cause his affiliates not to, directly or indirectly, own, manage, operate, join, become an owneremployee of, employeecontrol or participate in or be connected with or loan money to, consultant sell or otherwiselease equipment to or sell or lease real property to any business, individual, partnership, firm, corporation or other entity which engages in a Competing Business in the Restricted Area. (b) Notwithstanding the restrictions contained in Section 8.2(a), Executive or any business that is competitive with of his affiliates may own an aggregate of not more than 2.5% of the business outstanding stock of any Transferred Company as class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a), provided that neither Executive nor any of his affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and where it is conducted on not involved in the Closing Date management of such corporation. (c) Executive further expressly covenants and agrees that during the Prohibited Period, he will not, and he will cause his affiliates not to (i) engage or employ, or solicit or contact with a “Competitive Business”); providedview to the engagement or employment of, howeverany person who is an officer or employee of Company, that it shall not be deemed IPS, I.E. M▇▇▇▇▇ or any of their respective affiliates or (ii) canvass, solicit, approach or entice away or cause to be canvassed, solicited, approached or enticed away from Company, IPS, I.E. M▇▇▇▇▇ or any of their respective subsidiaries any person who or which is a violation customer of any of such entities during the period during which Executive is employed by Company. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 6.7(b8.2(c) shall not apply with respect to (A) an officer or employee whose employment has been involuntarily terminated by his or her employer (other than for cause), (B) an officer or employee who has voluntarily terminated employment with Company, IPS, I.E. M▇▇▇▇▇ and their respective affiliates and who has not been employed by any Seller of such entities for at least one year, (C) an employee who is paid on an hourly basis, or (D) an officer or employee who responds to a general solicitation that is not specifically directed at officers and employees of Company, IPS, I.E. M▇▇▇▇▇ or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Persontheir respective affiliates. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. Executive and the Company agree to the non-competition and non-solicitation provisions of this Article VII to protect the trade secrets and other Confidential Information of the Company disclosed or entrusted to Executive by the Company or its Affiliates or created or developed by Executive for the Company, to protect the goodwill of the Company and as a condition of Executive’s employment with the Company. (ia) For a period Subject to the exceptions set forth in Section 7.2(b) below, Executive covenants and agrees from the Effective Date up to the Date of five (5) years from and after Termination, other than on behalf of the Closing Date, no Seller shall, Company or shall permit, cause or encourage any of its Affiliates, Executive will refrain from carrying on or engaging directly or indirectly in the Business, and that after the Date of Termination and prior to the expiration of the Prohibited Period, other than on behalf of the Company or any of its Affiliates, Executive will refrain from carrying on or engaging directly or indirectly in the Business in the Restricted Area. Executive further agrees and covenants that, because the following conduct would effectively constitute carrying on or engaging in the Business, Executive will not, and Executive will cause Executive’s Affiliates not to, engage in the applicable area during the Prohibited Period, other than on behalf of the Company or its Affiliates, directly or indirectly, as (A) own, manage, operate, join, become an owneremployee of, employee, consultant control or otherwise, participate in any business or Person which engages in the Business or (B) loan money to or sell or lease equipment related to the Business to any business or Person that is competitive with engages in the business Business. (b) Notwithstanding the restrictions contained in Section 7.2(a), Executive may own an aggregate of not more than 3% of (i) the outstanding stock or other equity securities of any Transferred class of any corporation or other entity engaged in the Business, if such stock or equity securities are listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange or (ii) of the outstanding limited partnership interests or other passive equity interests in a private investment fund entity not Affiliated with Executive that invests or owns interest or may invest or own interests in any corporation or other entity engaged in the Business, without violating the provisions of Section 7.2(a), in each case, provided that neither Executive nor any of Executive’s Affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation or entity and is not involved in the management of such corporation or entity. (c) Executive further expressly covenants and agrees that, other than on behalf of the Company as or its Affiliates: (i) prior to the Date of Termination, Executive will not, and where it is conducted on the Closing Date (a “Competitive Business”); providedExecutive will cause Executive’s Affiliates not to, howevercanvass, that it shall not be deemed solicit, approach or entice away, or cause to be canvassed, solicited, approached or enticed away, any customer of the Company or its Affiliates that was a violation customer or supplier of this Section 6.7(b) for any Seller the Company or the Business during the period during which Executive is employed by the Company or any of its Affiliates to invest for the purpose of engaging in any Person which invests in, manages or operates a Competitive the Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. ; and (ii) For a period of five (5) years from and after the Closing Date, except with Date of Termination and prior to the advance consent expiration of the BuyerProhibited Period, the Sellers shall Executive will not, and shall Executive will cause Executive’s Affiliates not permit, cause or encourage any of their Affiliates to, recruitwithin the Restricted Area, offer employmentcanvass, employsolicit, engage as a consultant, lure approach or entice away, or cause to be canvassed, solicited, approached or enticed away, any customer of the Company or its Affiliates that was a customer, consultant or supplier of the Company or the Business during the period during which Executive is employed by the Company or any of its Affiliates for the purpose of engaging in any other manner persuade the Business. (d) Executive further covenants and agrees that during the Prohibited Period, Executive will not, and Executive will cause Executive’s Affiliates not to, engage or attempt employ, or solicit or contact with a view to persuadethe engagement or employment of, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; providedofficer, howeverdirector, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an manager or employee of the Company who has been employed or its Affiliates. (e) Notwithstanding the foregoing, the above-referenced limitations in Section 7.2(a) and Section 7.2(c) shall not apply in those portions of the Restricted Area located within the State of Oklahoma. Instead, Executive agrees that, in addition to the limitations in Article V and Section 7.2(d), the restrictions on Executive’s activities within those portions of the Restricted Area located within the State of Oklahoma shall be as an airplane pilot for follows: during the 43 CompanyProhibited Period, Executive will not directly solicit the sale of goods, services, or (b) an officer a combination of goods and services from the established customers of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee its Affiliates, except when acting on behalf of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationits Affiliates. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. (ia) Seller acknowledges that it is familiar with the trade secrets and other confidential information of the Business. Therefore, and in further consideration of the compensation to be paid to Seller hereunder, ▇▇▇▇▇▇ agrees to the covenants set forth in this Section 4.5 and acknowledges that Purchaser would not have entered into this Agreement but for Seller’s agreement to the restrictions set forth in this Section 4.5. (b) For a period of five (5) years [* * *] from and after the Closing Date, no Seller shallshall not, or and shall permit, cause or encourage any of its controlled Affiliates not to, engage directly or indirectly, own, operate, lease, manage, control, engage in, invest in, lend to, own any debt or equity security of, permit its, his or her name to be used by, act as an owner, employee, consultant or otherwiseadvisor to, render services for (alone or in association with any person, firm, corporate or other business organization) or otherwise assist in any business that is competitive with manner any Person in any Competing Business in the business of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”)Restricted Territory; provided, however, that it nothing herein shall not be deemed to be prohibit Seller from being a violation passive beneficial owner of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) [* * *] of the outstanding ownership interest in such Personstock of any publicly-traded corporation. (iic) For a period of five (5) years [* * *] from and after the Closing Date, except with the advance consent of the Buyer, the Sellers Seller shall not, and shall cause its controlled Affiliates not permitto, cause directly or encourage indirectly: (i) induce or attempt to induce any Business Employee of Seller (as defined in Section 4.7) who becomes an employee or consultant of Purchaser or any Affiliate thereof (collectively, the “Purchaser Parties”) upon the Closing to leave the employ of, or engagement with, any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice awaythe Purchaser Parties, or in any other manner persuade way interfere with the relationship between any of the Purchaser Parties and such Business Employees or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; consultants (provided, however, that it shall not be deemed to be a violation the provisions of this Section 6.7(b)(ii4.5(c)(i) for shall not preclude solicitation (abut not hiring) in the form of the placement of a general advertisement or other solicitation of a general nature, in either case, not targeted at any of the foregoing), (ii) hire or engage any Business Employees without the prior written consent of Purchaser or (iii) induce or attempt to induce any person or entity who is or was within [* * *] prior to the Closing a customer, supplier, licensee, licensor, franchisee or other business relation of the Business to cease doing business with any of the Purchaser Parties, or in any way intentionally interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or business relation and any of the Purchaser Parties; provided, that, Seller shall be entitled to continue ongoing relationships in the Ordinary Course of business with any customer, supplier, licensee, licensor, franchisee or other business relation of the Business. The officers and directors of Seller shall not, and shall cause its Affiliates not to, make or publish any statement or communication which is disparaging, negative or unflattering with respect to any of the Purchaser Parties, or any of their respective Affiliates, members, officers, managers, directors, employees or agents, provided, that the foregoing shall not apply to (A) any Seller compelled testimony or production of information required by Law or requested by judicial or regulatory process to hire an employee be disclosed or (B) any disclosure that such Person reasonably believes, after consultation with counsel, to be legally required by applicable Law. Additionally, the officers and directors of the Company who has been employed as an airplane pilot for the 43 CompanyPurchaser shall not, and shall cause its Affiliates not to, make or publish any statement or communication which is disparaging, negative or unflattering with respect to Seller, or any of its Affiliates, members, officers, managers, directors, employees or agents, provided, that the foregoing shall not apply to (bX) an officer any compelled testimony or production of the Company who is terminated information required by a Transferred Company Law or resigns therefrom requested by judicial or regulatory process to hire an employee of the Company who had worked in an administrative position directly for be disclosed or (Y) any disclosure that such officer immediately before such termination or resignationPerson reasonably believes, after consultation with counsel, to be legally required by applicable Law. (iiid) [* * *] hereto [* * *] that [* * *] and [* * *], [* * *] would [* * *] from a [* * *] by [* * *] and that [* * *] would not be [* * *] for any [* * *]. Therefore, [* * *], [* * *] and each of [* * *] or their [* * *], in addition to other [* * *] in their [* * *], shall be [* * *] and other [* * *] from a [* * *] in order to [* * *], or prevent any [* * *], the [* * *] (without [* * *] and at the [* * *], including [* * *]). The [* * *] shall be [* * *] of any other [* * *], and the [* * *], whether [* * *] or otherwise, shall [* * *] to the [* * *] of any [* * *] in [* * *]. [* * *] has [* * *] to the [* * *], and such [* * *] therefore are [* * *] or otherwise [* * *]. (e) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is 4.5 to be invalid or unenforceable, the parties hereto Parties agree that the court making the determination of invalidity or unenforceability will shall have the power to reduce the scope, duration, territory duration or other 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, and this Agreement will shall be enforceable as so modified after to cover the expiration maximum duration, scope or area permitted by Law. In addition, in the event of an alleged breach or violation by Seller of this Section 4.5, the time within which [* * *] period described in clauses (b) and (c) above shall be tolled with respect to Seller until such breach or violation has been duly cured. Seller agrees that the judgment may be appealedrestrictions contained in this Section 4.5 are reasonable.

Non-Competition; Non-Solicitation. Employee and Company agree to the non-competition and non-solicitation provisions of this Article VII (i) For a period as part of five the consideration for the compensation and benefits to be paid to Employee hereunder, (5ii) years to protect the trade secrets and confidential information of Company or its affiliates disclosed or entrusted to Employee by Company or its affiliates or created or developed by Employee for Company or its affiliates, the business goodwill of Company or its affiliates developed through the efforts of Employee and/or the business opportunities disclosed or entrusted to Employee by Company or its affiliates and (iii) as an additional incentive for Company to enter into this Agreement. (a) Subject to the exceptions set forth in section 7.2(b) below, Employee expressly covenants and agrees that during the Prohibited Period, (i) he will refrain from and after the Closing Datecarrying on or engaging in, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as the Business in the Restricted Area and (ii) he will not, and he will cause his affiliates not to, directly or indirectly, own, manage, operate, join, become an owneremployee of, employeecontrol or participate in or be connected with or loan money to or sell or lease equipment to any business, consultant individual, partnership, firm, corporation or otherwise, other entity which engages in any business that is competitive with the business of any Transferred Company as and where it is conducted on Business in the Closing Date (a “Competitive Business”)Restricted Area; provided, however, that it shall not be deemed Employee may sell or lease real property to be a violation of this any business, individual, partnership, firm, corporation or other entity which engages in the Business in the Restricted Area. (b) Notwithstanding the restrictions contained in Section 6.7(b) for any Seller 7.2(a), Employee or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less his affiliates may own an aggregate of not more than five percent (5%) 2.5% of the outstanding ownership interest stock of any class of any corporation engaged in the Business, if such Personstock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 7.2(a), provided that neither Employee nor any of his affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. (iic) For a period of five (5) years from Employee further expressly covenants and after agrees that during the Closing DateProhibited Period, except with the advance consent of the Buyer, the Sellers shall he will not, and shall he will cause his affiliates not permit, cause to (i) engage or encourage any of their Affiliates to, recruit, offer employment, employ, engage as or solicit or contact with a consultant, lure view to the engagement or entice away, or in any other manner persuade or attempt to persuadeemployment of, any Person person who is an officer or employee of any Transferred Company to leave the employ of such Transferred Company; providedor its affiliates or (ii) canvass, howeversolicit, that it shall not be deemed approach or entice away or cause to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Companycanvassed, solicited, approached or (b) an officer of the Company who is terminated by a Transferred enticed away from Company or resigns therefrom to hire an employee its affiliates any person who or which is a customer of Company or its affiliates during the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationperiod during which Employee is employed by Company. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. 1. During the Non-Competition Period (ias defined in paragraph 6(c) For a period below), ▇▇▇▇▇, without the prior written permission of five (5) years from and after the Closing DateCompany, no Seller shallshall not, or shall permitanywhere in the world, cause or encourage any of its Affiliates to, engage directly or indirectly, (i) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly or indirectly in competition with the Company ("Competitive Business"); (ii) engage in any Competitive Business for his own account; (iii) become associated with or interested in any Competitive Business as an ownerindividual, partner, shareholder, creditor, director, officer, principal, agent, employee, consultant trustee, consultant, advisor or otherwise, in any business that is competitive with other relationship or capacity; (iv) employ or retain, or have or cause any other person or entity to employ or retain, any person who was employed or retained by the business of any Transferred Company as while ▇▇▇▇▇ was employed by the Company (other than ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and where it is conducted on the Closing Date (a “Competitive Business”▇▇▇▇▇▇ ▇▇▇▇▇▇▇); providedor (v) solicit, howeverinterfere with, that it shall not be deemed or endeavor to be a violation entice away from the Company, for the benefit of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as any of its customers or other persons with whom the Company has a contractual relationship. However, nothing in this Agreement shall preclude ▇▇▇▇▇ from investing his personal assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment is less does not result in his beneficially owning, at any time, more than five three percent (53%) of the outstanding ownership interest in publicly-traded equity securities of such PersonCompetitive Business. (ii) For a period 2. ▇▇▇▇▇ and the Company agree that the covenants of five (5) years from non-competition and after non-solicitation contained in this paragraph 6 are reasonable covenants under the Closing Datecircumstances, except with and further agree that if, in the advance consent opinion of any court of competent jurisdiction, such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. ▇▇▇▇▇ agrees that any breach of the Buyercovenants contained in this paragraph 6 would irreparably injure the Company. Accordingly, ▇▇▇▇▇ agrees that the Sellers shall notCompany, and shall not permit, cause or encourage in addition to pursuing any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, other remedies it may have in law or in equity, may obtain an injunction against ▇▇▇▇▇ from any other manner persuade or attempt to persuadecourt having jurisdiction over the matter, restraining any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a further violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationparagraph 6. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. (ia) For a period Until the fifth anniversary of five (5) years from and after the Closing DateDate (the “Non-Competition Period”), no Seller shallshall not, or and shall permit, cause or encourage any each of its Affiliates toSubsidiaries and any other Person in which it holds, engage directly or indirectly, controlling Equity Interests (such Persons, including their respective successors or assigns, are collectively referred to herein as an ownerthe “Restricted Parties”), employeenot to, consultant directly or indirectly, form, own, manage, operate, join, control or participate (whether as a partner, agent, representative, or otherwise) in the ownership, management, operation or control of any Person in any business that is competitive territory in which the Company operates immediately prior to Closing or has taken reasonable measures as of the Closing Date to begin operating (the “Territory”), that, directly or indirectly competes with the business of any Transferred the Company as and where it is conducted on shall exist immediately prior to the Closing Date (including only changes or expansions in the business of the Company or the products sold or distributed by the Company that are expressly contemplated as of the Closing (including, for the avoidance of doubt, the Alternate Site Products)) (a “Competitive Competing Business”). In addition, during the Non-Competition Period, neither Seller nor any Restricted Party shall have, without Buyer’s prior written consent, any direct or indirect equity ownership in any such Person, other than as an owner of 2% or less of the outstanding stock of a publicly traded corporation. For the avoidance of doubt, Seller and the Restricted Parties shall not be restricted by the provisions of this Section 6.8 from acquiring (whether through a purchase of stock or assets, through a merger or consolidation, or otherwise) any Person that derives less than ten percent (10%) and less than $25,000,000 of its gross revenues (as measured from the conclusion of each of such Person’s last three completed fiscal years) from any Competing Businesses; provided, however, that following an acquisition permitted by this sentence, if such acquired Person derives more than twelve percent (12%) or more than $30,000,000 of its gross revenues from any Competing Businesses during any fiscal year that ends during the Non-Competition Period, Seller or such Restricted Party (as applicable) shall promptly provide written notice to Buyer of such fact and shall divest, as soon as reasonably practicable (but in any event within twelve months of providing such notice), a portion of the business of such Person that engages in Competing Businesses such that less than twelve percent (12%) and less than $30,000,000 of such Person’s gross revenues would be derived from Competing Businesses during the remainder of the Non-Competition Period. Seller shall keep Buyer informed, on a reasonably current basis and in reasonable detail, of the status of Seller’s efforts to divest such business (or portion thereof) in accordance with the preceding proviso and Buyer shall have the right to participate as a potential purchaser in the sale process for such business (or portion thereof) on terms at least as favorable to those being offered to other participants in the sale process. (b) Until the third anniversary of the Closing Date, Seller shall not, and shall cause each of the Restricted Parties not to, directly or indirectly, for itself or on behalf of any Person, (i) solicit for employment or hire any Company employee; provided, however that any such employee may seek employment with the applicable Person in response to a general advertisement not directed at such employee and the applicable Person may hire any employee who responds to such general advertisement; (ii) approach any supplier or licensee of the Company with respect to products or services it provided to the Company at any time during the twelve-month period prior to the Closing with the intention of harming the business or operations of the Company by causing such Person to decrease or cease doing business with the Company; or (iii) approach any Person who is a customer of the Company at any time during the twelve-month period prior to the Closing with the intention of harming the business or operations of the Company by causing such Person to purchase the products of any business competitive with the Company. (c) Seller acknowledges that the provisions set forth in this Section 6.8 are an integral part of the success of the Company throughout the Territory. If, on or after the Closing Date, Seller or any Restricted Party utilizes its reputation and goodwill in competition with Buyer, Buyer will be deprived of the benefits it has bargained for pursuant to this Agreement. In the event that the agreements in this Section 6.8 shall be determined by any court of competent jurisdiction to be unenforceable by reason of extending for too great a time or over too great a geographical area or by reason of it being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (d) If Seller or any Restricted Party breaches or threatens to commit a breach of any of the restrictive covenants set forth in this Section 6.8, then the Company and Buyer shall each have the following rights and remedies against Seller or such Restricted Party, each of which shall be independent of the others and severally enforceable, and each of the following rights and remedies is in addition to, and not in lieu of, any other rights and remedies otherwise available to any of them at Law or in equity: the right and remedy to have the restrictive covenants in this Section 6.8 specifically enforced against the Seller or such Restricted Party, including temporary restraining orders and injunctions by any court of competent jurisdiction, it being agreed by Seller that any breach or threatened breach by Seller or any Restricted Party of this Section 6.8 would cause irreparable injury to the Company and Buyer and that money damages would not provide an adequate remedy to the Company or Buyer. (e) Each of Seller and Buyer intends that the covenants set forth in Sections 6.8(a) and 6.8(b) shall be deemed to be a violation series of this Section 6.7(b) separate covenants, one for any Seller each county or any province of its Affiliates to invest in any Person which invests ineach and every state, manages territory or operates a Competitive Businessjurisdiction within the Territory, so long as such investment is less than five percent (5%) and one for each month of the outstanding ownership interest in time periods covered by such Personcovenants. (iif) For a period of five (5) years from and after Seller hereby agrees that in the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of event a court of competent jurisdiction declares that there has been a breach by Seller or any Restricted Party of Section 6.8(a) or Section 6.8(b), the term or provision of any such covenant so breached shall be automatically extended beyond its intended expiration for a period of time equal to the duration of such breach. (g) Seller shall be responsible for any breach of this Section 6.7(b) is invalid 6.8 by any of its Subsidiaries or unenforceableany other Person in which Seller holds, the parties hereto agree that the court making the determination of invalidity directly or unenforceability will have the power to reduce the scopeindirectly, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedcontrolling Equity Interests.

Non-Competition; Non-Solicitation. (ia) For a period of five two (52) years from and after commencing on the Closing DateDate (the “Restricted Period”), no each of Seller shalland Parent shall not, or and shall permit, cause or encourage not permit any of its Affiliates respective affiliates to, engage directly or indirectly, as an owner, employee, consultant (i) engage in or otherwise, assist others in engaging in any business that is competitive with the business Business (the “Restricted Business”) within the State of any Transferred Company as and where it is conducted on Tennessee (the Closing Date (a “Competitive BusinessTerritory”); providedor (ii) have an interest in any person or entity that engages directly or indirectly in the Restricted Business in the Territory in any capacity, howeverincluding as a partner, that it shall not be deemed to be a violation of this Section 6.7(b) for any shareholder, member, employee, principal, agent, trustee or consultant. Notwithstanding the foregoing, Seller or Parent may own, directly or indirectly, solely as an investment, securities of any entity if Seller or Parent, as applicable, is not a controlling person (or entity) of, or a member or members of a group which controls, such entity and does not, directly or indirectly, together with its Affiliates to invest in affiliates, own 5% or more of any Person which invests in, manages or operates a Competitive Business, so long as class of securities of such investment is less than five percent (5%) of the outstanding ownership interest in such Personentity. (iib) For a period During the Restricted Period, each of five (5) years from Seller and after the Closing Date, except with the advance consent of the Buyer, the Sellers Parent shall not, and shall not permitpermit any of its respective Affiliates to, cause directly or indirectly, hire or solicit any employee of Purchaser or encourage any of their Affiliates to, recruit, offer such employee to leave such employment or hire any such employee who has left such employment, employ, engage as except pursuant to a consultant, lure or entice away, or in general solicitation which is not directed specifically to any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Companyemployees; provided, howeverthat nothing in this Section 5.5(b) shall prevent Seller or Parent or any of its affiliates from hiring (i) any employee whose employment has been terminated by Purchaser; or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) Seller and Parent acknowledge that it shall not be deemed to be a violation breach or threatened breach of this Section 6.7(b)(ii) 5.5 would give rise to irreparable harm to Purchaser, for (a) which monetary damages would not be an adequate remedy, and hereby agree that in the event of a breach or a threatened breach by Seller or Purchaser of any Seller such obligations, Purchaser shall, in addition to hire any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an employee of the Company who has been employed as an airplane pilot for the 43 Companyinjunction, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of specific performance and any other relief that may be available from a court of competent jurisdiction declares (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 5.5 are reasonable and necessary to protect the legitimate interests of Purchaser and constitute a material inducement to Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any term or provision of covenant contained in this Section 6.7(b) 5.5 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then any court is invalid expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or unenforceableservice, the parties hereto agree that the court making the determination of or other limitations permitted by applicable law. The covenants and provisions contained in this Section 5.5 are severable and distinct covenants and provisions. The invalidity or unenforceability will have the power to reduce the scope, duration, territory or other term or provision, to delete specific words or phrases, or to replace of any invalid or unenforceable term such covenant or provision with a term as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedin any other jurisdiction.

Non-Competition; Non-Solicitation. (ia) For Seller covenants and agrees that, unless the prior written consent of the Buyer is obtained, for a period of five (5) years from and after the Closing DateClosing, no Seller shallwill not, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as an owner, employee, consultant or otherwiseindividually, in association or in combination with any other Person, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing or control of, be employed by, associated with or lend Seller's name or any similar name to, or lend Seller's credit to, any business that is competitive whose products, services or activities compete in whole or in part with the business of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”); providedproducts, however, that it shall not be deemed to be a violation of this Section 6.7(b) for any Seller services or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) activities of the outstanding ownership interest Business anywhere in such Personthe world except in relation to the activities of Seller permitted under the Supply Agreement. (iib) For Seller covenants and agrees, unless the prior written consent of the Buyer is obtained, for a period of five (5) years from and after the Closing DateClosing, except with the advance consent of the BuyerSeller will not directly or indirectly, the Sellers shall not, and shall not permit, cause either for itself or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade Person (i) induce or attempt to persuade, induce any Person who is an employee of any the Transferred Company Employees to leave the employ of such the Buyer, or (ii) employ, or otherwise engage as an employee, independent contractor, or otherwise, any of the Transferred Company; providedEmployees. (c) Seller covenants and agrees, howeverunless the prior written consent of the Buyer is obtained, that it shall for a period of five (5) years after the Closing, Seller will not be deemed directly or indirectly, either for itself or any other Person, (i) solicit the business of any Person known to Seller to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee customer of the Company who has been employed as an airplane pilot for Business, whether or not Seller had personal contact with such Person, with respect to the 43 Companysale of such Person of products or services which compete in whole or in part with the products, services or activities of the Business, except in relation to the activities of Seller permitted under the Supply Agreement or (ii) induce or attempt to induce any customer or supplier of the Business, or (b) an officer of other Third-Party with whom the Company who is terminated by Business has a Transferred Company or resigns therefrom relationship to hire an employee of cease doing business with the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationBusiness. (iiid) If Seller acknowledges that the final judgment covenants set forth in this Section 5.10 are an essential element of this Agreement and that, but for its agreement to comply with these covenants, Buyer would not have entered into this Agreement and that such covenants are necessary in order to protect and maintain the proprietary and other business interests of the Buyer and are reasonable and proper. (e) Nothing in this Section 5.10 shall prevent Seller from (i) being engaged in the activities of Seller permitted under the Supply Agreement (ii) owning directly or indirectly not more than 5% of the issued shares voted on a recognized stock exchange of a court company engaged in a business that competes in whole or in part with the products, services or activities of competent jurisdiction declares that any term or provision of this Section 6.7(bthe Business anywhere in the world. (f) It is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will parties that the provisions of Section 5.10 hereof shall be enforceable as so modified after to the expiration fullest extent permissible under applicable Law. Seller acknowledges that a breach or default in the full performance of any covenants, agreements or obligations of Seller set forth in this Section 5.10 will cause substantial and irreparable injury to Buyer and that such injury would not be readily susceptible to measurement and compensation in monetary damages. Accordingly, Seller covenants and agrees that if Seller breaches or defaults in the full performance of any of the time within which covenants, agreements or obligations of Seller set forth in this Section 5.10, Buyer will have, in addition to all other rights and remedies available to it, at law or in equity, the judgment may right to seek appropriate injunctive relief. (g) If Buyer prevails in a proceeding for damages or injunctive relief, Seller agrees that Buyer, in addition to other relief, shall be appealedentitled to reasonable attorney's fees, costs and the expenses of litigation incurred by Buyer in securing the relief granted by the court.

Non-Competition; Non-Solicitation. (ia) For a period of five sixty (560) years from and after the Closing Date, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as an owner, employee, consultant or otherwise, in any business that is competitive with the business of any Transferred Company as and where it is conducted months commencing on the Closing Date (a the “Competitive BusinessRestricted Period”); provided, howeverSeller shall not, that it and shall not be deemed to be a violation of this Section 6.7(b) for any Seller or permit any of its Seller’s Affiliates to invest to, directly or indirectly, (1) engage in or assist others in engaging in the Business in the Territory, (2) have an interest in any Person which invests inthat engages directly or indirectly in the Business in the Territory in any capacity, manages including as a partner, shareholder, member, employee, principal, agent, trustee or operates consultant, or (3) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of the Business and any Person that becomes a Competitive client or customer of the Business after the Closing), or any other Person who has a material business relationship with the Business, so long to terminate or modify any such actual or prospective relationship. (b) Notwithstanding the foregoing, (1) Seller and Seller’s Affiliates may (A) exercise any and all rights as permitted under the Transaction Documents, and (B) own directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such investment is less than Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities of such Person; (2) ▇▇▇▇▇▇▇▇▇ Family LLC or any Affiliate thereof may continue to operate its farming and grape growing businesses in the ordinary course and consistent with its past practice, without any restriction hereunder; (3) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and any of his Affiliates may continue to operate his litigation support, business valuation and forensic accounting businesses in the ordinary course and consistent with his past practice, without any restriction hereunder; and (4) Nothing herein shall prohibit Seller or any of Seller’s members or their Affiliates from having active involvement in, and lending its, his or her name to, wine industry events, initiatives and activities generally, including without limitation speaking engagements, serving on boards and committees of non-profit and community organizations, writing articles and otherwise providing information with respect to the wine industry generally, provided that in each case such Seller shall not disclose any confidential information of the outstanding ownership interest Company; and provided, that in no event shall Seller or any of Seller’s members or their respective Affiliates make statements about the Company’s wine on behalf of or as a representative of the Company, without the prior written consent of Purchaser, other than with respect to such Personappropriate statements made by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in accordance with and pursuant to his Employment Agreement with Purchaser. (iic) For a period of five (5) years from and after During the Closing DateRestricted Period, except with the advance consent of the Buyer, the Sellers Seller shall not, and shall not permit, cause or encourage permit any of their Seller’s Affiliates to, recruitdirectly or indirectly, offer employment, employ, engage as a consultant, lure hire or entice away, or in any other manner persuade or attempt to persuade, solicit any Person who is an employee of offered employment by Purchaser pursuant to Section 8.1(a) or is or was employed in the Business during the Restricted Period, or encourage any Transferred Company such Person to leave the employ of such Transferred Companyemployment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such Person; provided, howeverthat nothing in this Section 6.12(c) shall prevent Seller or any of Seller’s Affiliates from hiring (1) any Person whose employment has been terminated by Purchaser or (2) after ninety (90) days from the date of termination of employment, that it shall not be deemed any Person whose employment has been terminated by the Person. (d) If Seller breaches, or threatens to be commit a violation breach of, any of the provisions of this Section 6.7(b)(ii) for (a) any Seller to hire an employee 6.12, Purchaser shall have the following rights and remedies, each of which rights and remedies shall be independent of the Company who has been employed others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to Purchaser under law or in equity: (1) the right and remedy to have such provision specifically enforced by any court having jurisdiction, it being acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to Purchaser and that money damages may not provide an adequate remedy to Purchaser; and (2) the right and remedy to recover from Seller all monetary damages suffered by Purchaser as an airplane pilot for the 43 Company, result of any acts or (b) an officer omissions constituting a breach of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationthis Section 6.12. (iiie) If Seller acknowledges that the final judgment restrictions contained in this Section 6.12 are reasonable and necessary to protect the legitimate interests of Purchaser and constitute a court of competent jurisdiction declares material inducement to Purchaser to enter into this Agreement and consummate the Transactions. In the event that any term or provision of covenant contained in this Section 6.7(b) 6.12 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by Applicable Law in any jurisdiction, then any court is invalid expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or unenforceable, the parties hereto agree that the court making the determination of service or other limitations permitted by Applicable Law. The covenants contained in this Section 6.12 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability will have the power to reduce the scope, duration, territory or other term or provision, to delete specific words or phrases, or to replace of any invalid or unenforceable term such covenant or provision with a term as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedin any other jurisdiction.

Non-Competition; Non-Solicitation. The Executive acknowledges that his employment with the Company will, of necessity, provide him with specialized, unique knowledge and confidential information and that, in light of the competitive nature of the Company's business, the Company could be harmed if such knowledge and information were used in competition with the Company. The Executive further acknowledges that the Company would not enter into this Agreement and undertake the substantial obligations under this Agreement without the Executive's agreement to the following provisions of this Section 6: (ia) For a period of five During the Restricted Period (5as defined below) years from and after the Closing Datehe will not, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as an ownerofficer, director, stockholder, partner, associate, employee, consultant consultant, owner, agent, co-venturer or otherwise, become or be interested in or be associated with any other corporation, firm or business engaged in the manufacture, marketing or sale of products which compete directly with products of the Company. The Executive's ownership, directly or indirectly, of not more than three percent (3%) of the issued and outstanding stock of any corporation or other entity, the shares of which are traded on a national securities exchange or the Nasdaq Stock Market, shall not in any business that is competitive with the business of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”); provided, however, that it shall not event be deemed to be a violation of the provisions of this Section 6.7(b6(a). The Company agrees that service as a lawyer in a law firm will not violate this Section 6(a) for if the Executive does not provide advice to any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Personcompetitor. (b) During the Restricted Period, the Executive shall not call upon, solicit, divert or take away, or attempt to call upon, solicit, divert or take away, business of a type the same or similar to the business as conducted by the Company prior to the date of termination of the Executive's employment with the Company from any of the Customers of the Company upon whom he called or whom he solicited or to whom he catered or with whom he became acquainted after entering the employ of the Company. (c) The Executive acknowledges and agrees that during the time of his employment with the Company, he will gain valuable information about the identity, qualifications and ongoing performance of the employees of the Company. During the Restricted Period, the Executive shall not (i) hire, employ, offer employment to, or seek to hire, employ or offer employment to, any of the Company's senior level employees with whom he had contact prior to such termination of employment or (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause solicit or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure such senior level employee to seek or entice away, or in accept employment with any other manner persuade person or attempt entity. (d) The Executive represents and warrants that the knowledge, skills and abilities he currently possesses are sufficient to persuadepermit him, in the event of his termination of employment hereunder for any Person who is an employee reason, to earn a livelihood satisfactory to himself without violating any provision of any Transferred Company to leave this Agreement. (e) For the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation purposes of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of 6, "Restriction Period" shall mean the Company who has been employed as an airplane pilot for period beginning on the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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 date hereof and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.ending with:

Non-Competition; Non-Solicitation. (ia) For The Trust (including for purposes of this Section 6.6, the trustee of the Trust and any successor trustee who is a family member of the trustee of the Trust) agrees that for a period commencing as of five the date hereof and ending on the fifth (55th) years from anniversary of the Closing Date and after each of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ agree that for a period commencing as of the date hereof and ending on the third (3rd) anniversary of the Closing Date, no such Seller shallshall not, or shall permitwithout the prior written consent of LTFS, cause or encourage any of its Affiliates to, engage directly or indirectlyindirectly through another Person: (i) engage in a Competitive Business (as defined below), including but not limited to, as an ownerofficer, employee, consultant director, agent, consultant, contractor, shareholder, member or otherwisepartner, in any business that is competitive with the business of any Transferred Company Geographical Areas (as and where it is conducted on the Closing Date (a “Competitive Business”defined below); provided, however, that it notwithstanding the foregoing, such Seller shall not be deemed permitted to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is own less than five percent (5%) percent of the outstanding ownership interest stock of any publicly traded firm or corporation and same shall not be deemed, in such Person.and of itself, a breach of this Section 6.6; (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates tohire, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuadehire, solicit or assist others in recruiting or hiring any Person who is an employee executive, manager, employee, client, customer, consultant or registered representative (including any known prospective registered representative) of a Company or any Transferred Company SSN Subsidiary, LTFS or any Affiliate of LTFS (each, a “Restricted Person”) or induce or attempt to leave induce any such Restricted Person to terminate, cancel or withdraw his employment or business relationship with, or the employ provision of such Transferred his services to, a Company; provided, howeverany SSN Subsidiary, that it LTFS or an Affiliate of LTFS or to take employment with, or utilize the services of, another party other than a Company, an SSN Subsidiary, LTFS or an Affiliate of LTFS. The previous sentence shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, preclude general solicitations in newspapers or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation.similar mass media not targeted toward Restricted Persons; or (iii) If the final judgment register with any broker-dealer or affiliate himself with any registered investment adviser other than a Company, an SSN Subsidiary or an Affiliate of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedLTFS.

Non-Competition; Non-Solicitation. (a) Each of the Sellers acknowledges that (v) the Transferred Companies are engaged in the business of manufacturing and marketing vinyl siding, windows, patio doors, fencing, railing and decking for the residential repair/remodeling and new construction markets (the "Transferred Company Business"); (w) the Company Business is conducted throughout the United States of America and Canada; (x) its ownership until the Closing Date of the Transferred Companies has given it trade secrets of and confidential information concerning the Transferred Companies; (y) the agreements and covenants contained in this Section 6.19 are essential to protect the business and goodwill of the Transferred Companies; and (z) the Buyer would not purchase the Shares but for such agreements and covenants. Accordingly, each covenants and agrees as follows: (i) For a period of five two (52) years from and after commencing on the Closing DateDate (the "Restricted Period"), no Seller shall, in the United States of America or shall permitin Canada, cause or encourage any of its Affiliates to, engage directly or indirectly, (A) engage in the Transferred Company Business for such Seller's own account; (B) except as agreed to in writing by the Buyer and such Seller, render any services to any Person engaged in the Transferred Company Business or for use in competing with the Transferred Company Business; (C) have an ownerinterest in any Person engaged in the Transferred Company Business in any capacity, including as a partner, shareholder, member, employee, consultant principal, agent, trustee or otherwise, in any business that is competitive with the business of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”)consultant; provided, however, that it shall a Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if such Seller is not be deemed a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person; or (D) interfere in any material respects with business relationships (whether formed prior to be a violation or after the date of this Section 6.7(bAgreement) for between any Seller Transferred Company and customers or suppliers of any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person.Transferred Company; and (ii) For a period of five (5) years from and after Without the Closing Date, except with the advance prior written consent of the Buyer, during the Sellers shall notRestricted Period, and shall not permitno Seller shall, cause directly or encourage indirectly, hire or solicit any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company or encourage any such employee to leave such employment or hire any such employee who has left such employment within one (1) year of the employ termination of such employment, except pursuant to a general solicitation which is not directed specifically to any such employees. (b) If any Seller breaches, or threatens to commit a breach of, any of the provisions of Section 6.19, each of the Buyer and each Transferred Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to any of the Buyer or any Transferred Company under law or in equity: (i) The right and remedy to have such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to each of the Buyer and each Transferred Company and that money damages would not provide an adequate remedy to the Buyer or any Transferred Company; providedand (ii) The right and remedy to require each Seller to account for and pay over to the Buyer or any Transferred Company, howeveras the case may be, all compensation, profits, monies, accruals, increments or other benefits derived or received by such Seller as the result of any transactions constituting a breach of such provision. (c) Each Seller acknowledges and agrees that as to it shall not be deemed to be a violation the provisions of this Section 6.7(b)(ii) for (a) 6.19 are reasonable and valid in geographical and temporal scope and in all other respects. If any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of a court of competent jurisdiction declares determines that all or any term or provision part of any of this Section 6.7(b) 6.19 is invalid or unenforceableunenforceable as to one or more of the Sellers, the parties hereto agree remainder of this Section 6.19 shall not be affected and shall be given full effect as to the Sellers or such Seller, without regard to the invalid portions. (d) If any court of competent jurisdiction determines that all or any part of this Section 6.19 is unenforceable as to one or more of the Sellers, such court making the determination of invalidity or unenforceability will shall have the power to reduce the scopescope of this Section 6.19, durationas to the Sellers or such Seller, territory and, in its reduced form, such provision shall then be enforceable. (e) The Buyer and each Seller intend to and confer jurisdiction to enforce the provisions of this Section 6.19 upon the courts of any jurisdiction within the geographical scope specified in Section 6.19(a). If the courts of any one or other term more of such jurisdictions hold the provisions of this Section 6.19 unenforceable by reason of the breadth of such scope or provisionotherwise, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that it is valid and enforceable and that comes closest to expressing the intention of the invalid Buyer and each Seller that such determination not bar or unenforceable term or provision, and this Agreement will be enforceable as so modified after in any way affect the expiration right of the time Buyer or any Transferred Company to the relief provided above in the courts of any other jurisdiction within which the judgment may be appealedgeographical scope specified in Section 6.19(a), as to breaches of the provisions of this Section 6.19 in such other respective jurisdictions, the provisions of this Section 6.19 as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.

Non-Competition; Non-Solicitation. The Executive agrees that if the Executive’s employment is terminated for any reason, that for a one (i1) For year period (as to non-competition) and for a two (2) year period of five (5as to non-solicitation) years from and after following the Closing Date, no Seller shall, or termination date: (a) The Executive shall permit, cause or encourage any of its Affiliates to, not engage directly or indirectly, as an owner, employee, consultant or otherwise, in any business that which is competitive with the business of any Transferred the Company as and where it is conducted on the Closing Date (a “Competitive Business”); provided, however, that it shall not be deemed to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates subsidiaries as of the termination date. For the purposes of this Section 8, a business shall be deemed “competitive” if it consists of or includes the type or line of net lease business engaged in by the Company or any of its subsidiaries as of the date of such termination. For purposes of this Agreement, the executive shall be deemed to invest “engage in a business” if he: (i) participates, directly or indirectly, in such business as a director, officer, stockholder, employee, salesman, partner, individual proprietor or independent contractor; (ii) acts as a paid consultant, representative or advisor to such business; (iii) participates in such business as an investor (whether through loans, contributions to capital or otherwise) or has a controlling influence over such business; or (iv) permits his name to be used by or in connection with such business, provided that nothing herein contained shall be deemed to preclude the purchase of securities that are listed on a national securities exchange of any Person which invests inentity that is competitive with the Company or any of its subsidiaries, manages or operates a Competitive Business, so long as such investment is less than provided that the Executive may not beneficially own five percent (5%) or more of the outstanding ownership interest in any class of such Personsecurities. (iib) For a period of five The Executive will not directly, or indirectly through another person or entity, (5i) years from and after the Closing Date, except with the advance consent solicit any employee of the Buyer, the Sellers shall not, and shall not permit, cause Company or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company its subsidiaries to leave the employ of such Transferred Company; providedthe Company or its subsidiaries, howeveror in any way interfere with the relationship between the Company or its subsidiaries, that it shall not be deemed to be a violation of this Section 6.7(b)(iion the one hand, and any employee thereof, on the other hand, (ii) for (a) hire any Seller to hire person who was an employee of the Company who or its subsidiaries until one year after such individual’s employment relationship with the Company or its subsidiaries has been employed as an airplane pilot for the 43 Company, terminated or (biii) an officer induce or attempt to induce any customer, supplier or other business relation of the Company who is terminated by a Transferred or its subsidiaries to cease doing business with the Company or resigns therefrom to hire an employee of its subsidiaries, or in any way interfere with the relationship between any such customer, supplier or business relation, on the one hand, and the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationits subsidiaries, on the other hand. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. (ia) For a period of five eighteen (518) years from and after the Closing Date, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as an owner, employee, consultant or otherwise, in any business that is competitive with the business of any Transferred Company as and where it is conducted months commencing on the Closing Date (a the “Competitive BusinessRestricted Period”); provided, however, that it shall not be deemed to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers Seller shall not, and shall not permitpermit any of its Affiliates to: (i) engage in the Restricted Business in the Restricted Area; or (ii) have an interest consisting of the ownership of, cause or control over, a majority of the outstanding voting securities of a Person, including as a controlling partner, shareholder, lender, or investor, in any Person whose business consists of the Restricted Business in the Restricted Area. For the sake of clarity, the Restricted Business does not include: (i) the provision by the Seller, or any of its Affiliates, of services of any nature; provided that such services do not constitute the Restricted Business, to third parties who compete in the Restricted Business; (ii) the provision by the Seller, or any of its Affiliates, of telecommunications services such as unified communications, contact centers, or conferencing, including such services that integrate third party solutions which could operate in the Restricted Business; or (iii) the provision by the Seller, or any of its Affiliates, of telecommunication wholesale services such as unified communications, contact centers, or conferencing to other telecom operators. (b) During the Restricted Period, the Seller shall not, and shall not permit its Affiliates to, directly or indirectly on behalf of Seller or another member of the Seller Group, hire or solicit any employee of the Acquired Companies or encourage any of their Affiliates to, recruit, offer such employee to leave or terminate such employment, employ, engage as except pursuant to a consultant, lure or entice away, or in general solicitation which is not directed specifically to any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Companyemployees; provided, however, that it shall not be deemed to be a violation of nothing in this Section 6.7(b)(ii6.7(b) for shall prevent the Seller or its Affiliates from hiring any employee (i) who contacts the Seller or its Affiliates on his or her own initiative, as reasonably demonstrated through written records; or (ii) (a) any Seller to hire an employee of the Company who whose employment has been employed as an airplane pilot for terminated by the 43 Company, Acquired Companies or Buyer at the ▇▇▇▇ ▇▇▇▇▇▇ or its Affiliate initiated discussions with such person or (b) an officer after ninety (90) days from the date of termination of employment by the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationrelevant employee. (iiic) If During the final judgment Restricted Period, the Seller shall not, and shall not permit its Affiliates to, solicit or entice, or attempt to solicit or entice, any current customer of the Acquired Companies as of the Closing Date with the specific intent of causing such customers to terminate or decrease their business or services from the Acquired Companies in the Restricted Business. (d) The Seller acknowledges that a breach or threatened breach of this Section 6.7 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 the Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to 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 declares (without any requirement to post bond). (e) The Seller acknowledges that the restrictions contained in this Section 6.7 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any term or provision of covenant contained in this Section 6.7(b) 6.7 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is invalid expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or unenforceableservice, the parties hereto agree that the court making the determination of or other limitations permitted by applicable Law. The covenants contained in this Section 6.7 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability will have the power to reduce the scope, duration, territory or other term or provision, to delete specific words or phrases, or to replace of any invalid or unenforceable term such covenant or provision with a term as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedin any other jurisdiction.

Non-Competition; Non-Solicitation. (ia) For Executive agrees that at all times while he is employed by the Company and for a period of five twelve (512) years from and after the Closing Datemonths thereafter if Executive’s employment is terminated by Executive without Good Reason, no Seller shallby Executive with or without Good Reason under Section 6(b)(ii) of this Agreement, or shall permitby the Company with Cause, cause he will not, as a principal, agent, employee, employer, consultant, stockholder, investor, director or encourage co-partner of any of its Affiliates toperson, engage firm, corporation or business entity other than the Company, or in any individual or representative capacity whatsoever, directly or indirectly, as an owner, employee, consultant without the express prior written consent of the Company: (i) engage or otherwise, participate in any business whose products or services are directly competitive with that is competitive of the Company and which conducts or solicits business, or transacts with suppliers or customers located, within the United States, Great Britain or the European Union; (ii) aid or counsel any other person, firm, corporation or business entity to do any of the above; or (iii) become employed by a firm, corporation, partnership or joint venture which competes with the business of any Transferred the Company as and where it is conducted on within the Closing Date (a “Competitive Business”)United States, Great Britain or the European Union; provided, however, provided that it Executive shall not be deemed permitted to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates provide services to invest in any Person which invests in, manages or operates a Competitive Business, Entity (as defined below) that engages in a business whose products or services are competitive with that of the Company so long as (A) Executive does not perform, directly or indirectly, any services for that part of the business of such investment is less than five Competitive Entity that competes with the Company, including, but not limited to, any services performed in a supervisory role as an employee of a direct or indirect parent company of any entity performing such competitive business, and (B) the gross revenues generated by that part of the business of such Competitive Entity that competes with the Company shall not exceed ten percent (510%) of the outstanding ownership interest in gross revenues of such Person. Competitive Entity, on a consolidated basis, as of either of (ii1) For a period of five (5) years from and after the Closing Date, except with the advance consent end of the Buyerfiscal year immediately preceding the date that such employment by Executive with such Competitive Entity shall commence or (2) the end of the fiscal quarter immediately preceding the date that such employment by Executive with such Competitive Entity shall commence. For purposes of this Agreement, the Sellers “Competitive Entity” shall notmean any entity, including all direct and shall not permitindirect parent companies, cause or encourage any of their subsidiary companies and Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, howeverentity, that it shall not be deemed to be engages in a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee business whose products or services are competitive with that of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. (ia) For As additional consideration for Employee's employment with the Company, the compensation paid and payable to Employee hereunder and to induce the Company to execute and deliver to Employee this Agreement, Employee agrees that during the Restricted Period (as defined in Section 12(d) below), without the prior written consent of the CEO of the Company, Employee shall not be, nor shall he assist or enable any person or entity to become, a period of five (5) years from and after the Closing Dateprincipal, no Seller shallmanager, officer, director, agent, consultant or executive or management employee of, or shall permitdirectly or indirectly own more than 1% of any class or series of equity securities in, cause any entity or encourage business which at such time has material operations that are engaged in any of its Affiliates to, engage business activity competitive (directly or indirectly, as an owner, employee, consultant or otherwise, in any business that is competitive ) with the business Business of any Transferred Company as and where it is conducted on buying distressed consumer debt (the Closing Date (a “Competitive Business”); provided. Notwithstanding the foregoing, however, that it shall an entity will not be deemed to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (ii) For a period of five (5) years from and after the Closing Date, except competitive with the advance consent of the Buyer, the Sellers shall notBusiness , and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall Employee will not be deemed to be a engaged in the Business in violation of the terms of this Section 6.7(b)(ii12(a), if (A) Employee is employed by an entity that is meaningfully engaged in one or more enterprises whose principal business is other than the Business (the "Non-Competing Businesses"), (B) such entity's relationship with Employee relates solely to the Non-Competing Businesses, and (C) if requested by the Company, such entity and Employee provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. (b) As additional consideration for Employee's employment with the Company, the compensation paid and payable to Employee hereunder and to induce the Company to execute and deliver to Employee this Agreement, Employee agrees that during the Restricted Period, without the prior written consent of the Company, Employee shall not, on his own behalf or on behalf of any person or entity (aother than on behalf of the Company), directly or indirectly, (i) any Seller to hire an employee solicit the clients, employees, customers or suppliers of the Company who has been employed as an airplane pilot for or any of its affiliates or subsidiaries to terminate their relationship or modify such relationship in a manner that is adverse to the 43 Company, or (b) an officer interests of the Company and its affiliates and subsidiaries or (ii) engage, hire or solicit the employment of, whether on a full-time, part-time, consulting, advising, or any other basis, any employee who is terminated was employed by a Transferred the Company or resigns therefrom to hire an employee its affiliates or subsidiaries on the effective date of Employee's termination or at any time during the Company who had worked in an administrative position directly for such officer immediately before six (6) months preceding such termination or resignationdate. This provision does not prohibit the solicitation of employees by means of a general advertisement. (iiic) If Employee agrees that the final judgment covenants of a non-competition and non-solicitation in this Section 12 are reasonable covenants under the circumstances and further agrees that if, in the opinion of any court of competent jurisdiction declares jurisdiction, any such covenants are not reasonable or are unenforceable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as appear to the court not reasonable or unenforceable and to enforce the remainder of these covenants as so amended, and to that any term or provision end the provisions of this Section 6.7(b) is invalid or unenforceable12 shall be deemed severable. Employee agrees that any breach of the covenants contained in this Section 12 would irreparably injure the Company and its subsidiaries and affiliates. Accordingly, the parties hereto agree Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court making having jurisdiction over the determination matter restraining any breach or threatened breach of invalidity this Section 12. The Company may clawback any severance payments paid or unenforceability will have payable to Employee under Section 9 in the power event that Employee breaches this Section 12. (d) The provisions of this Section 12 shall be in effect for the duration of Employee's employment and shall survive the termination for any reason of Employee's Employment with the Company for a period of two years after the effective date of such termination (the "Restricted Period"). The Company may elect to reduce extend the scope, duration, territory or other term or provision, Restricted Period for an additional twelve (12) months by increasing any required severance payment to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid the Employee by one times the sum of Employee's then Base Salary and enforceable and that comes closest to expressing one times the intention average of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedlast three years Bonus payment.

Non-Competition; Non-Solicitation. Atefi acknowledges and recognizes the highly competitive nature of t▇▇ ▇▇siness of Alion and Alion's subsidiaries and accordingly agree as follows: a. During the Term and the Restricted Period (as defined in Section 22.f.), Atefi will not knowingly (after due inquiry), whether on At▇▇▇'▇ own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly solicit or assist in soliciting in competition with Alion, the business of any customer or prospective customer of Alion of which Atefi is aware at the time of such termination. b. ▇▇▇ing the Restricted Period, Atefi will not directly or indirectly: (i) For engage in any se▇▇▇▇▇s either individually or on behalf of any person that compete with any material business of Alion or Alion's subsidiaries as conducted at the time Atefi ceases to be employed by Alion (including, without li▇▇▇▇▇ion, businesses which Alion or Alion's subsidiaries had at such time specific plans to conduct in the future and as to which plans Atefi is aware at the time Atefi ceases to be employed by A▇▇▇▇) in the United States (a period of five "▇ompetitive Business"); (5ii) years from and after the Closing Date, no Seller shallacquire a financial interest in, or shall permitotherwise become actively involved with, cause or encourage any of its Affiliates toCompetitive Business, engage directly or indirectly, as an ownerindividual, employeepartner, consultant shareholder, officer, director, principal, agent, trustee or otherwiseconsultant, except to the extent that such financial interest is a component of compensation or benefits payable pursuant to subsequent employment not otherwise prohibited by this Agreement; or (iii) interfere with, or attempt to interfere with, business relationships formed at or prior to the time Atefi ceases to be employed by Alion between Alion or any of Alion's subsidiaries and customers, clients, suppliers of Alion or Alion's subsidiaries, as to which Atefi is aware at the time he ceases to be employed by Alio▇. c. Notwithstanding anything to the contrary in this Agreement, Atefi may, directly or indirectly own, solely as an investment, securities of any business that is competitive with person engaged in the business of any Transferred Company as and where it is conducted Alion or Alion's subsidiaries which are publicly traded on a national or regional stock exchange or on the Closing Date over-the-counter market, or for which such person is required to file annual and quarterly reports with the U.S. Securities and Exchange Commission in accordance with the Securities Exchange Act of 1934, as amended, if Atefi (i) is not a “Competitive Business”); providedcontrolling person of, howeveror a member of a group whi▇▇ controls, that it shall not be deemed to be a violation such person and (ii) does not, directly or indirectly, own 5% or more of this Section 6.7(bany class of securities of such person. d. During the Restricted Period, Atefi will not, whether on Atefi's own behalf or on behalf ▇▇ ▇▇ in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly: (i) for solicit or encourage any Seller employee of Alion or any of its Affiliates Alion's affiliates to invest in any Person which invests inleave the employment of Alion or such affiliate, manages provided that such employee was employed (or operates a Competitive Business, so long as such investment is less than five percent (5%had an offer of employment) of with Alion at the outstanding ownership interest in such Person. time Atefi ceases to be employed by Alion; (ii) For a period of five (5) years from and after the Closing Datewithout Alion's ▇▇▇▇▇en permission, except with the advance consent hire any such employee who was employed by Alion or Alion's affiliates as of the Buyereffective date of Atefi's termination of employment with Alion or who left employment with Alion or Alion's affiliates coincident with, or within three (3) months prior to or after, the Sellers shall not, and shall not permit, cause termination of Atefi's employment with Alion; or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If encourage to cease to work with Alion or Alion's affiliates any consultant then under contract with Alion or Alion's affiliates. e. It is expressly understood and agreed that although Atefi and Alion consider the restrictions contained in this ▇▇▇▇ion 22(e) to be reasonable, if a final judgment of judicial determination is made by a court of competent jurisdiction declares that the time or territory or any term or provision of other restriction contained in this Section 6.7(b) letter agreement is invalid or unenforceablean unenforceable restriction against you, the parties hereto agree that the court making the determination provisions of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will not be enforceable rendered void but will be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this letter agreement is unenforceable, and such restriction cannot be amended so modified after as to make it enforceable, such finding will not affect the expiration enforceability of any of the time within which the judgment may be appealedother restrictions contained herein.

Non-Competition; Non-Solicitation. (ia) For a During the period of five (5) years from and after commencing on the Closing DateDate and expiring on the later of the fifth anniversary of the Closing Date and the second anniversary of the expiration or termination of the Sales Representative and Subcontract/Reseller Agreement (the “Non-Compete Period”), no except as provided in the Sales Representative and Subcontract/Reseller Agreement, neither Seller shall, or shall permit, cause or encourage nor any of its Affiliates toshall, engage directly or indirectly, for its own account or on behalf of any other Person other than Buyer, organize, own, manage, operate, join, control, finance or participate in, or assist any other Person to participate in the ownership, management, operation, control or financing of, or be connected as an ownera principal, agent, representative, consultant, employee, consultant investor, owner, stockholder, partner, member, manager, joint venturer or otherwiseotherwise with, or permit its name to be used by or in connection with, any business business, enterprise or other entity engaged anywhere in North America in, or in competition with, the Business (except that is competitive with Seller may provide its own internal maintenance and repair services incidental to its continuing operations and Seller may obtain such services from a third-party service provider for any equipment of Seller not serviced by the business of any Transferred Company as and where it is conducted on Business prior to the Closing Date (a “Competitive Business”Date); provided, however, that it this Agreement shall not prevent the beneficial ownership for investment purposes only of 5% or less of any class of equity securities of any such Person which are registered under Section 12 of the Securities Exchange Act of 1934, as amended. Nothing in this Agreement shall be deemed construed to be a violation of restrict Seller from competing with Buyer in any business other than as set forth in this Section 6.7(b5.10(a). (b) With respect to any person who is or was an employee of the Business as of the date hereof or as of the Closing Date, during the Non-Compete Period, neither Seller nor any of its Affiliates shall, directly or indirectly, for its own account or on behalf of any other Person, solicit or employ any such person at any time during the six (6) months following the end of such person’s employment with Buyer, or induce or attempt to induce any such employee to leave his or her employment with Buyer or any of its Affiliates after the Closing. (c) Subject to the terms of the Sales Representative and Subcontract/Reseller Agreement, during the Non-Compete Period, neither Seller nor any of its Affiliates shall, directly or indirectly, for its own account or on behalf of any other Person, solicit (for the products and services of the Business), divert, take away or attempt to take away any of the customers of the Business or the business or patronage of any such customers or in any way interfere with, disrupt or attempt to disrupt any then existing relationships between Buyer or any of its Affiliates and any of its customers, suppliers, or other Persons with whom it deals (in each case in connection with the Business), or contact or enter into any business transaction in competition with the operations of Buyer in connection with the Business and any of its Affiliates with any such customers, suppliers or other Persons for any purpose. (d) With respect to any person who is an employee of Seller engaged in the sale of services on behalf of Buyer pursuant to the Sales Representative and Subcontract/Reseller Agreement (but not an employee of the Business) as of the Closing Date and who is not hired by Buyer pursuant to Section 5.6(a), during the Non-Compete Period, neither Buyer nor any of its Affiliates shall, directly or indirectly, for its own account or on behalf of any other Person, solicit or employ any such person at any time during the six (6) months following the end of such person’s employment with Seller, or induce or attempt to induce any such employee to leave his or her employment with Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationClosing. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. (i) For During Executive’s employment with the Company and for a period of five (5x) one year following Executive’s Termination Date if such Termination Date occurs prior to a Change of Control and is not due to a Retirement, (y) two years from following Executive’s Termination Date if such Termination Date occurs after a Change of Control and after the Closing Dateis not due to a Retirement or (z) three years following a Retirement if Executive’s Termination Date is due to a Retirement (each, no Seller shalla “Restricted Period”), or Executive agrees that Executive shall permitnot, cause or encourage any of its Affiliates to, engage directly or indirectly, manage, operate, join, control, be employed by or participate in the management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as an ownera stockholder, director, officer, consultant, independent contractor, employee, consultant partner or otherwiseinvestor in, in any operations of a business that is competitive are in competition with the business of any Transferred the Company in the material plays or fields in which the Company has or proposes to have operations as set forth on Exhibit A to this Agreement, which Exhibit A may be modified prior to the time of Executive’s termination of employment by the Board upon written notification of such modification to Executive (the “▇▇▇▇▇▇▇ Plays and where it is conducted on the Closing Date (a “Competitive BusinessFields”); provided, however, that it shall not be deemed to be a violation of nothing in this Section 6.7(b7(b) for any Seller shall prohibit Executive from (A) participating in operations of a business to the extent such operations are not in competition with the business of the Company in the ▇▇▇▇▇▇▇ Plays and Fields, (B) participating solely as a passive investor in oil ▇▇▇▇▇ or any of its Affiliates to invest in any Person which invests insimilar investments, manages or operates a Competitive Business, so long as such investment is from owning 5% or less than five percent (5%) of the outstanding ownership interest securities of any class of any issuer whose securities are registered under the Exchange Act, or (C) serving as a director of an entity that has less than 10% of its assets located in such Personthe ▇▇▇▇▇▇▇ Fields and Plays. (ii) For a period of five (5) years from and after the Closing Date, except During Executive’s employment with the advance consent of Company and during the Buyerapplicable Restricted Period, the Sellers shall not, and shall Executive agrees not permit, cause or encourage any of their Affiliates to, in any form or manner, directly or indirectly, on his or her own behalf or in combination with others (A) solicit, induce or influence any customer, supplier, lender, lessor or any other person with a business relationship with the Company to discontinue or reduce the extent of such business relationship, or (B) recruit, offer employment, employ, engage as a consultant, lure solicit or entice away, otherwise induce or in influence any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for to discontinue their employment with the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. Commencing on the date hereof and ending on the last day of the Restricted Period (i) For a period of five (5) years from as defined below), Ermilio covenants and after agrees that he will not, without the Closing DatePurchaser'▇ ▇▇▇▇▇ written consent, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, either on behalf of himself or on behalf of any business venture, as an owner, employee, consultant consultant, partner, principal, stockholder, officer, director, trustee, agent, or otherwiseotherwise (other than on behalf of the Purchaser or its Affiliates): (A) be employed by, engage or participate in the ownership, management, operation or control of, or act in any advisory, expert, consulting or other capacity for, any entity or individual that competes with the Purchaser or its Affiliates in the areas of pension administration, insurance product sales, investment advisory services and other retirement products, in the following territory: in Pennsylvania - the counties of Bucks, Chester, Delaware, Montgomery and Philadelphia; and in New Jersey - t▇▇ ▇▇▇▇ties of Burl▇▇▇▇▇▇, ▇▇mden, Cumberland, Gloucester, Mercer and Salem; (B) solicit or divert any business that is competitive or any cu▇▇▇▇▇▇ from the Purchaser or its Affiliates or assist any person, firm, corporation or other entity in doing so or attempting to do so; (C) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the business of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”); provided, however, that it shall not be deemed to be a violation of this Section 6.7(b) for any Seller Purchaser or any of its Affiliates to invest or assist any person, firm, corporation or other entity in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person.doing so; or (iiD) For a period of five (5) years hire, solicit or divert from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause Purchaser or encourage its Affiliates any of their Affiliates torespective employees, recruitconsultants or agents who have, offer employmentat any time during the immediately preceding one (1) year period from the date hereof or the Restricted Period, employbeen engaged by the Purchaser or its Affiliates, engage as a consultantnor assist any person, lure or entice awayfirm, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory corporation or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedentity in doing so.

Non-Competition; Non-Solicitation. (ia) For Each of Parent and Seller hereby undertakes not to, and shall procure that its Affiliates shall not, in any country in which the Business is conducted as at the Closing Date, own, manage, operate, control or otherwise engage, directly or indirectly, in any capacity, in any business which competes with the Business as carried out as at the Closing Date, for a period of five three (53) years following the Closing Date. For the avoidance of doubt, nothing in this Section 8.6(a) will restrict any Person (other than Parent and its Subsidiary Undertakings) or its Affiliates acquiring (through share purchase or in a merger or other consolidation) Parent or all or substantially all of the assets of Parent, from engaging (other than through Parent and its Subsidiary Undertakings) in any activities which compete with the Business unless such Person or any of its Affiliates is engaged in any activities which compete, directly or indirectly, with the formic acid business operations of the Business; provided that, nothing in this Section 8.6(a) will restrict BASF or Perstorp or their respective Affiliates acquiring (through share purchase or in a merger or other consolidation) Parent or all or substantially all of the assets of Parent. (b) Each of Parent and Seller shall not (and shall procure that its Affiliates shall not), whether alone or jointly with another Person and whether directly or indirectly, for three (3) years after the Closing Date, no Seller shallsolicit, seek to entice away from the Business or shall permit, cause the Target Group or encourage any of its Affiliates to, engage directly or indirectly, as an owner, employee, consultant or otherwise, in any business that is competitive with the business of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”); provided, however, that it shall not be deemed to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, hire any Person who is an employee employed by the Business or the Target Group in skilled or managerial work as at the Closing Date. Nothing stated above restricts Parent, Seller or their respective Affiliates from (i) placing, or entering into discussions with a Person who replies to a bona fide general recruitment advertisement which is not specifically targeted at those Persons or (ii) hiring any Person whose employment has been terminated by the Target Group at least six months earlier. (c) Each of any Transferred Company to leave Parent and Seller acknowledges (on behalf of itself and its Affiliates) that the employ of such Transferred Company; providedtime, however, that it shall not be deemed to be a violation scope and other provisions of this Section 6.7(b)(ii) 8.6 and Section 8.7 have been specifically negotiated by sophisticated commercial parties and specifically hereby agree that such time, scope and other provisions are reasonable under the circumstances and are necessary to induce Purchaser to enter into this Agreement. It is further agreed that other remedies cannot fully compensate Purchaser for (a) any a violation by Parent, Seller to hire an employee or their respective Representatives of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision terms of this Section 6.7(b8.6 and Section 8.7 and that Purchaser, in addition to remedies available at Law, shall be entitled to equitable remedies (including injunctive relief and specific performance) to prevent any such violation or threatened violation or continuing violation by Parent or Seller (or any of their respective Representatives). It is invalid the intent and understanding of each Party that if, in any proceeding, any term, restriction, covenant, undertaking or promise herein is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant, undertaking or promise shall be deemed modified to the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power extent necessary to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedmake it enforceable.

Non-Competition; Non-Solicitation. (i) For In view of the unique and valuable services it is expected Executive will render to the Company, Executive’s knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Company and its customers and suppliers and similar knowledge regarding the Company it is expected Executive will obtain, and in consideration of the compensation to be received hereunder, Executive agrees that he will not, during the period he is employed by the Company under this Agreement or otherwise, and for a period of five (5) years from and one year after he ceases to be employed by the Closing Date, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, as an owner, employee, consultant Company under this Agreement or otherwise, in compete with or be engaged in, or Participate In (as defined below) any other business that or organization (which shall not include a university, hospital, or other non-profit organization) which during such one year period is or as a result of the Executive’s engagement or participation would become competitive with the Company’s business of any Transferred designing, developing, manufacturing, marketing and selling neurosurgical devices, ▇▇▇▇ ▇▇▇▇ filters, stents, septal repair devices or other medical devices being designed, developed, manufactured, marketed or sold by the Company as and where it is conducted on up to the Closing Date (a “Competitive Business”)time of such cessation; provided, however, that it the provisions of this Section 9 shall not be deemed breached merely because the Executive owns less than 1% of the outstanding capital stock of a corporation, if, at the time of its acquisition by the Executive such stock is listed on a national securities exchange. The term “Participate In” shall mean: “directly or indirectly, for his own benefit or for, with or through any other person (including the Executive’s immediate family), firm or corporation, own, manage, operate, control, loan money to, or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, consultant, agent, independent contractor, or otherwise with, or acquiesce in the use of his name in.” The Executive will not, directly or indirectly, solicit or interfere with, or endeavor to be a violation of this Section 6.7(b) for any Seller or entice away from the Company any of its Affiliates to invest in any Person which invests insuppliers, manages customers or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (ii) For employees within a period of five (5) years from and one year after the Closing Date, except with the advance consent date of termination of the Buyer, Executive’s employment (the Sellers shall not, and shall “Termination Date”). The Executive will not permit, cause directly or encourage indirectly employ any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire was an employee of the Company who has been employed as an airplane pilot for within a period of one year after such person leaves the 43 employ of the Company. If any restriction contained in this Section 9 shall be deemed to be invalid, illegal, or (b) an officer unenforceable by reason of the Company who is terminated by a Transferred Company extent, duration or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination geographical scope thereof, or resignation. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceableotherwise, the parties hereto agree that then the court making the such determination of invalidity or unenforceability will shall have the power right to reduce the scopesuch extent, duration, territory geographical scope or other 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 provisionprovisions hereof, and this Agreement will in its reduced form such restriction shall then be enforceable as so modified after in the expiration of the time within which the judgment may be appealedmanner contemplated hereby.

Non-Competition; Non-Solicitation. (ia) For a Each of VS&A and Seller covenants and agrees that during the period of five (5) years from and after commencing on the Closing DateDate and ending on the *** anniversary of the Closing Date (the “Restricted Period”), no Seller shallit shall not, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, individually or for or with any Person (whether as an ownerequity or debt holder), employeedevelop, consultant operate, lease, license, construct, manage, market, or otherwiseacquire any interest in, any wireless communications tower or site, including any interest in the Land for any business that is competitive with the business Site (“Competitive Activity”), within *** miles of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”); provided, however, that it shall not be deemed to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) Tower of the outstanding ownership interest in such Person. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it the ownership of less than 5% of the outstanding capital stock of any publicly traded company shall not be deemed to be constitute a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or 5.11(a). (b) an officer Each of VS&A and Seller covenants and agrees that during the Restricted Period, it shall not directly or indirectly (i) induce any person which is a party to a Tenant Lease (a “Customer”) as of the Company who is terminated by a Transferred Company Closing to patronize any business directly or resigns therefrom indirectly engaged in any Competitive Activity; (ii) solicit or contact any Customer with respect to hire an employee of the Company who had worked any Competitive Activity; or (iii) request to advise any Customer to withdraw, curtail or cancel any business with Purchaser or in an administrative position directly for such officer immediately before such termination or resignationany way interfere with its relationship with Purchaser. (iiic) The Restricted Period shall be extended with respect to Seller for any period during which any of them are in violation of this Section 5.11 and for any other period during which Purchaser is seeking, by litigation or otherwise, to enforce this Section 5.11 against Seller. (d) If any of the final judgment of a covenants contained in this Section 5.11 shall be determined by any court of competent jurisdiction declares to be unenforceable by reason of its extending for too long a period of time or over too large a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the longest period of time for which it may be enforceable, and/or over the largest geographical area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court in such action. Seller acknowledges that both the length of time and the geographic scope set forth in Section 5.11(a) are reasonable given the nature of the Business and are necessary to the protection of the Business and its goodwill. (e) Each of the covenants contained in this Section 5.11 are independent of any term or other provision of this Agreement, and the existence of any Claim which Seller may allege against any other party to this Agreement, whether based on this Agreement or otherwise, shall not prevent the enforcement of any such covenants. Seller acknowledges that Purchaser is purchasing the goodwill of the Business and the covenants contained in this Section 6.7(b5.11 are essential to the protection of Purchaser’s investment in the Business and that Purchaser would not purchase the Business but for these covenants. Seller agrees that a breach by Seller of this Section 5.11 shall cause irreparable harm to Purchaser and the Business and that Purchaser’s remedies at Law for any breach or threat of breach of the provisions of this Section 5.11 shall be inadequate, and that Purchaser shall be entitled to a permanent or temporary injunction or injunctions (without the necessity of posting a bond) is invalid to prevent breaches of this Section 5.11 and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which Purchaser may be entitled to at Law or unenforceableequity. (f) The parties agree that to the greatest extent permitted by Law, the parties hereto agree that intend the court making agreements in Section 5.11 to qualify for the determination benefit of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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 California Business and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedProfessions Code Section 16601.

Non-Competition; Non-Solicitation. As a condition of receiving the Equity Awards and accepting benefits thereunder, Executive agreed in the award agreements governing the Equity Awards (the “Equity Agreements”) that during his employment with the Company and, to the extent permitted by applicable law, for a period of 12 months after the Effective Date (or if applicable law mandates a maximum time that is shorter than twelve months, then for a period of time equal to that shorter maximum period), regardless of the reason for termination, Executive will not, without the prior written consent of the Chief Executive Officer of the Company: (i) For a period of five (5) years from and after the Closing Date, no Seller shallrender services directly or indirectly to, or shall permitbecome employed by, cause any Competing Organization (as defined below) to the extent such services or encourage employment involves the development, manufacture, marketing, sale, advertising or servicing of any of its Affiliates product, process, system or service which is the same or similar to, engage or competes with, a product, process, system or service manufactured, sold, serviced or otherwise provided by the Company to its customers and upon which Executive worked or in which Executive participated during the last 2 years of employment with the Company; (ii) directly or indirectlyindirectly recruit, as an ownerhire, employeesolicit or induce, consultant or otherwiseattempt to induce, in any business that is competitive exempt employee of the Company to terminate his or her employment with or otherwise cease his or her relationship with the Company; or (iii) solicit the business of any Transferred firm or company with which Executive worked during the preceding 2 years while employed by the Company, including customers of the Company as (Sections 6(b)(i)-(iii) collectively, the “Restrictive Covenants”). The Equity Agreements provide that if Executive breaches any of the Restrictive Covenants, then in addition to any liability Executive may have for damages arising from such breach and where it is conducted in addition to any other remedies available to the Company under the Equity Agreements or otherwise, and to the extent permitted under applicable law: (A) any unvested restricted share units will be immediately forfeited, and, to the extent permitted by applicable law, Executive agreed to pay to the Company the fair market value of any share units that vested and that were paid during the 12 months prior to the Effective Date, (B) performance-based restricted shares units would be forfeited if the breach occurred prior to the end of a performance period and Executive would not receive the pro-rata portion of the payout based on actual performance results, and (C) Executive’s outstanding stock options will be cancelled, and Executive will pay to the Company the excess of the fair market value on the Closing Date (date of exercise over the exercise price of any option shares received in connection with the exercise of a “Competitive Business”); provided, however, stock option on or after the date which is 12 months prior to the date of the breach. Executive agrees that it shall not be deemed to be a violation if he breaches any of the Restrictive Covenants or any of the terms of this Section 6.7(b) for any Seller or any of its Affiliates 6, the Company is entitled to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) seek all of the outstanding ownership interest remedies provided in such Person. (ii) For a period of five (5) years from the Equity Agreements and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt remedies available to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationit. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. (ia) For a period of five equal to the applicable “Restricted Period” set forth for each Stockholder on Schedule 7.6(a) (5the applicable period, the “Restricted Period” and such Stockholders, collectively, the “Non-Compete Stockholders”) years from and after the Closing Dateshall not, no Seller shall, or shall permit, cause or encourage any of its Affiliates to, engage directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, shareholder, member, employee, consultant principal, agent, trustee or otherwise, consultant; or (iii) intentionally interfere in any business that is competitive material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company except in the course of his or her employment or engagement as a contractor for the Company. Notwithstanding the foregoing, a Non-Compete Stockholder may own, directly or indirectly, solely as an investment, securities of any Transferred Company as Person traded on any national securities exchange if such Non-Compete Stockholder is not a controlling Person of, or a member of a group which controls, such Person and where it is conducted on the Closing Date (a “Competitive Business”); provideddoes not, howeverdirectly or indirectly, that it shall not be deemed to be a violation own three percent or more of this Section 6.7(b) for any Seller or any class of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) securities of the outstanding ownership interest in such Person. (iib) For a During the period of five (5) years from and after commencing on the Closing DateDate and ending on the one year anniversary thereof (the “Non-Solicit Period”), except with the advance consent of the Buyer, the Sellers each Non-Compete Stockholder shall not, and shall not permitdirectly or indirectly, cause or encourage solicit any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who or encourage any such employee to leave such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 7.6 shall prevent a Non-Compete Stockholder from hiring (i) any employee whose employment has been employed as an airplane pilot for terminated by the 43 CompanyCompany or Purchaser or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Non-Solicit Period, each Non-Compete Stockholder shall not, directly or indirectly, solicit or entice, or (b) an officer attempt to solicit or entice, any clients or customers of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee potential clients or customers of the Company who had worked in an administrative position directly for such officer immediately before such termination purposes of diverting their business or resignationservices from the Company. (iiid) If Each Non-Compete Stockholder acknowledges that a breach or threatened breach of this Section 7.6 would give rise to irreparable harm to Purchaser, for which monetary damages would not be an adequate remedy, and hereby agrees that in the final judgment event of a breach or a threatened breach by such Non-Compete Stockholder of any such obligations, Purchaser shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to seek 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 declares (without any requirement to post bond). (e) Each Non-Compete Stockholder acknowledges that the restrictions contained in this Section 7.6 are reasonable and necessary to protect the legitimate interests of Purchaser and constitute a material inducement to Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any term or provision of covenant contained in this Section 6.7(b) 7.6 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is invalid expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or unenforceableservice, the parties hereto agree that the court making the determination of or other limitations permitted by applicable Law. The covenants contained in this Section 7.6 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability will have the power to reduce the scope, duration, territory or other term or provision, to delete specific words or phrases, or to replace of any invalid or unenforceable term such covenant or provision with a term as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedin any other jurisdiction.

Non-Competition; Non-Solicitation. 7.1 In consideration of the execution of this Agreement, Employee agrees that during the Non-Competition Period (as defined in Section 7.4 below), (i) For he shall not be a period of five (5) years from and after the Closing Dateprincipal, no Seller shallmanager, agent, consultant, officer, director or shall permitemployee of, cause or encourage any of its Affiliates toor, engage directly or indirectly, as an owner, employee, consultant or otherwise, in any business that is competitive with the business of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”); provided, however, that it shall not be deemed to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less own more than five percent (5%) of any class or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the outstanding ownership interest in such Person. business of the Company or any business activity of the Parent or any of its subsidiaries for which Employee had direct or indirect management responsibility or had detailed knowledge of while employed with the Company (the "Parent Business"); and (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers he shall not, on behalf of any competing entity, directly or indirectly, have any dealings or contact with any customers of the Company or any of its affiliates (including, without limitation, prospective customers and individual contacts at business entities that are customers or prospective customers). 7.2 During the Non-Competition Period, Employee agrees that (other than on behalf of the Company or any of its affiliates), Employee shall not permitnot, cause on his own behalf or on behalf of any person or entity, directly or indirectly (a) hire, solicit or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employment of, any employee (other than Rose▇▇▇▇▇ ▇▇▇▇▇) ▇▇o has been employed by the Company or any of its affiliates and (b) directly or indirectly solicit, entice, or divert away from the Company or any of its affiliates, any person who is a then customer or prospective customer of the Company or any of its affiliates or who was a customer or prospective customer of the Company or any of its affiliates at any time while Employee was in the employ of the Company. 7.3 Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such Transferred covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 7 would irreparably injure the Company and its affiliates. Accordingly, Employee agrees that the Company; provided, howeverin addition to pursuing any other remedies it may have in law or in equity, that it shall not be deemed to be a may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of the Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who is terminated by a Transferred Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignation7. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision 7.4 The provisions of this Section 6.7(b) is invalid or unenforceable, 7 shall extend for the parties hereto agree that Term and survive the court making the determination termination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable for one (1) year from the date of such termination (herein referred to as so modified after the expiration of the time within which the judgment may be appealed"Non-Competition Period").

Non-Competition; Non-Solicitation. i. During the Employment Term and for twelve (i12) For months after the termination of the Executive’s employment with the Company (including any parent, subsidiary, Affiliate or division of the Company) for any reason whatsoever, whether voluntary or involuntary and whether with or without Cause or with or without Good Reason, the Executive shall not directly or indirectly counsel, advise, consult, be employed or otherwise engaged, in each case, in a strategic, managerial or executive role, by or with any entity or enterprise (“Competitor”) that competes, or that intends or plans to compete with (A) any area of business in which the Company or any Affiliate is engaged, and in which the Executive was engaged, participated in or about which the Executive learned Confidential Information during the Executive’s last thirty-six (36) months of employment, or (B) any other area of business for which the Company or any Affiliate has taken substantial steps towards becoming engaged, and in which the Executive was engaged, participated in or about which the Executive learned Confidential Information during the Executive’s last 36 months of employment. Because the Company and its Affiliates engage in business nationwide, the obligations under this Section 11(d) shall apply nationwide (anywhere in the United States). Notwithstanding the foregoing, Executive shall not violate this provision by providing services to a unit, division, subsidiary or affiliate of a Competitor which otherwise engages in activities competitive with the business activities of the Company if such unit, division, subsidiary or affiliate for which Executive provides services does not engage in such business activities. ii. During the Employment Term and for the period of five twelve (512) years from and months immediately after the Closing Datetermination of the Executive’s employment with the Company (or any parent, no Seller shallsubsidiary, affiliate or division of the Company) for any reason whatsoever, and whether voluntary or involuntary, and whether with or without Cause or with or without Good Reason (the “Restricted Period”), the Executive shall permitnot, cause or encourage any of its Affiliates to, engage either directly or indirectly, either for the Executive or for any other person, firm, company or corporation, call upon, solicit, divert, or take away, or attempt to solicit, divert or take away any of the customers, prospective customers, business, providers, vendors or suppliers of the Company or any Affiliate that (at any time during the last three years of the Executive’s employment) the Executive had dealings with, or responsibility for, or about which the Executive had access to the Company’s (or any Affiliate’s) Confidential Information or such customers’, providers’, vendors’ or suppliers’ confidential information. iii. The Executive shall not, at any time during the Restricted Period, without the prior written consent of the Company, (1) directly or indirectly, solicit, recruit, divert from the Company, hire, or employ (whether as an owneremployee, employeeofficer, director, agent, consultant or otherwise, in any business that is competitive with the business of any Transferred Company as and where it is conducted on the Closing Date (a “Competitive Business”); provided, however, that it shall not be deemed to be a violation of this Section 6.7(b) for any Seller or any of its Affiliates to invest in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (ii) For a period of five (5) years from and after the Closing Date, except with the advance consent of the Buyer, the Sellers shall not, and shall not permit, cause or encourage any of their Affiliates to, recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any Transferred Company to leave the employ of such Transferred Company; provided, however, that it shall not be deemed to be a violation of this Section 6.7(b)(ii) for (aindependent contractor) any Seller to hire person who was or is at any time during the previous six (6) months an employee employee, representative, officer or director of the Company who has been employed as an airplane pilot for the 43 Company, or any Affiliate; or (b2) an take any action to encourage or induce any employee, representative, officer or director of the Company who is terminated by a Transferred or any Affiliate to cease their relationship with the Company or resigns therefrom to hire an employee any Affiliate for any reason. Notwithstanding the foregoing, the Executive shall not violate this covenant by advertising not specifically targeted at any of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationCompany’s employees and serving as a reference upon request. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.7(b) is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other 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, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition; Non-Solicitation. (ia) For a period of five (5) years from and after From the Closing DateDate until December 31, no 2013 (the “Restricted Period”), the Seller shallshall not, or and shall permit, cause or encourage any of its Affiliates direct and indirect subsidiaries not to, engage directly or indirectly, as an ownerengage in, employee, consultant or otherwise, acquire or hold any ownership interest in any business that is competitive with other Person engaging in, the business ownership, management, operation or control of (or sharing of profits or revenues in) any Transferred Competitive Business (the “Restricted Activities”) in the United States, Canada or Mexico, or license or otherwise make available any Seller Marks or other Business-related Intellectual Property to any Competitive Business for a use substantially similar to the manner in which any such Seller Marks or other Business-related Intellectual Property were used by the Companies or the Company as and where it is conducted on Subsidiaries in the Closing Date (a “Competitive Business”)12 months prior to the Closing; provided, however, that it the foregoing shall not be deemed to be a violation of this Section 6.7(b) for any prevent the Seller or any of its Affiliates subsidiaries from allowing any third party to invest use any Seller Marks or other Business-related Intellectual Property solely for purposes of the marketing, selling and distributing by the Seller or any of its subsidiaries of any products or services of the Seller or its subsidiaries to or through any third party engaged in any Person which invests in, manages or operates a Competitive Business, so long as such investment is less than five percent (5%) of the outstanding ownership interest in such Person. (iib) For a period of five (5) years from and after From the Closing Date, except with date hereof until the advance consent of the BuyerClosing, the Sellers Seller shall not, and shall cause its direct and indirect subsidiaries not permitto, cause directly or indirectly, (i) solicit for employment, hire or attempt to hire any Business Employee employed by either Company or any Company Subsidiary or (ii) induce or otherwise counsel, advise or encourage any Restricted Employee to leave the employment of their Affiliates the applicable Company or Company Subsidiary, other than, in each case, pursuant to the Pre-Closing Transfers as contemplated in Section 5.08. (c) From the Closing until the end of the Restricted Period, the Seller shall not, and shall cause its direct and indirect subsidiaries not to, recruitdirectly or indirectly, offer (i) solicit for employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade hire or attempt to persuade, hire (A) any Person who is an Business Employee or (B) any executive officer or key employee of either Company or any Transferred Company Subsidiary, in the case of this clause (B), regardless of whether such person is hired before or after the Closing (collectively, “Restricted Employees”) or (ii) induce or otherwise counsel, advise or encourage any Restricted Employee to leave the employ employment of such Transferred CompanyCompany or Company Subsidiary, as applicable; provided, however, that it the foregoing will not prohibit a general solicitation to the public through general advertising not targeted at Restricted Employees; and provided, further, however, that the foregoing shall not be deemed prohibit the solicitation or hiring of any Restricted Employee that has ceased to be a violation of this Section 6.7(b)(ii) for (a) any Seller to hire an employee of either Company or any Company Subsidiary after the Closing for a period of not less than four months, provided that the four-month waiting period shall not apply to any Restricted Employee whose employment with the applicable Company who has been employed as an airplane pilot for the 43 Company, or (b) an officer of the Company who Subsidiary is terminated without cause by a Transferred such Company or resigns therefrom to hire an employee of the Company who had worked in an administrative position directly for such officer immediately before such termination or resignationSubsidiary. (iiid) If For purposes of the final judgment covenants contained in this Section 5.10, the Restricted Period with respect to any particular covenant shall be tolled during any period of a violation of such covenant by the Seller or its Affiliates. (e) In the event that any of the covenants contained in this Section 5.10 shall be determined by any court of competent jurisdiction declares that to be unenforceable by reason of its extending for too long a period of time or over too large a geographical area or by reason of being too extensive in any term or other respect, the covenants contained in this Section 5.10 shall be interpreted to extend only over the longest period of time for which they may be enforceable, and/or over the largest geographical area as to which they may be enforceable and/or to the maximum extent in all other aspects as to which they may be enforceable, all as determined by such court in such action. (f) The restrictive covenants contained in this Section 5.10 are each covenants independent of any other provision of this Section 6.7(b) is invalid Agreement, and the existence of any claim which a party may allege against any other party to this Agreement, whether based on this Agreement or unenforceableotherwise, shall not prevent the enforcement of these covenants. The parties hereto agree that a breach by any other party hereto of this Section 5.10 may cause irreparable harm and that the court remedies at law for any breach or threat of breach of the provisions of this Section 5.10 may be inadequate, and that such party shall be entitled to an injunction or injunctions to prevent breaches of this Section 5.10 and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which such party may be entitled at law. (g) The Seller acknowledges that the covenants of the Seller set forth in this Section 5.10 are an essential element of this Agreement and that, but for the agreement of the Seller to comply with these covenants, the Purchasers would not have entered into this Agreement. The Seller has independently consulted with its counsel and after such consultation agrees that the covenants set forth in this Section 5.10 are reasonable and proper. (h) The Purchasers and the Seller agree that no portion of the Purchase Price is allocated to a restrictive covenant, as that expression is defined under proposed section 56.4 of the Income Tax Act (Canada). If any portion of the Purchase Price is determined by the Canada Revenue Agency or a provincial Tax authority to be in respect of such a restrictive covenant, then the parties agree to cooperate in good faith, which cooperation shall include the making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, territory or other term or appropriate Tax elections under that proposed provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with achieve a term or provision Tax result that is valid and enforceable and that comes closest to expressing efficient for each of them in the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealedcircumstances.