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

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) in the State of North Carolina (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, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, or consultant; or (iii) intentionally interfere 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. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of the Company or encourage any employee to leave the Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Company. (c) Seller acknowledges 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 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, or specific performance (without any requirement to post bond). (d) Seller acknowledges 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 covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.02 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.

Non-Competition; Non-Solicitation. (a) For In order for Buyer to have and enjoy the full benefit of the businesses of the Purchased Companies, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), Griffon shall not, and shall cause its Subsidiaries to not: (i) for a period of five (5) years years, commencing on the Closing Date (the “Restricted Period”), Seller shall notundertake, and participate in or carry on or be engaged in, or have any financial or other interest in any other Person whose primary business is, a Competing Business anywhere in the United States; (ii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any employee or consultant of any Purchased Company (including any individual who has been an employee or consultant of any Purchased Company at any time during the preceding twenty-four (24) month period prior to the time of such solicitation, encouragement or hiring) to resign or leave the employ or service of such Purchased Company or otherwise hire, employ, engage or contract any such employee or consultant to perform services other than for the benefit of such Purchased Company; or (iii) during the Restricted Period, solicit, attempt to solicit or knowingly encourage any customer or supplier of any Purchased Company (including any Person who has been a customer or supplier of any Purchased Company at any time during the twelve (12) month period immediately prior to the time of such solicitation or encouragement) to alter, reduce or terminate its business relationship with such Purchased Company; provided, for the avoidance of doubt, solicitation of such customers or suppliers in the Ordinary Course of Business unrelated to a Competing Business shall not permit any constitute a violation of its Affiliates tothis Section 5.11(a)(iii). (b) Notwithstanding Section 5.11(a), directly or indirectly: none of the following activities shall constitute a violation of Section 5.11(a): (i) engage in or assist others in engaging in any activity that is the same asadvertisement of job openings by use of newspapers, or similar tomagazines, the internet and other media not directed at employees, consultants or independent contractors of any Purchased Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) in the State of North Carolina (the “Territory”); (ii) have an interest holding up to five per cent (5%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in any Person that engages, directly or indirectly, in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, or consultantCompeting Business; or (iii) intentionally interfere with the acquisition of any business relationships or Person (whether formed prior to or after an “Acquired Business”) conducting a Competing Business in the United States provided that, as of the date of this Agreementsuch acquisition, the revenue of such Competing Business for the last four fiscal quarters of such Acquired Business for which financial statements have been prepared is not greater than twenty-five per cent (25%) between the Company and customers or suppliers of the Company. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee total revenue of the Company or encourage any employee Acquired Business for such four fiscal quarter period (and continuing to leave engage in such acquired Competing Business so long as the Company’s employment, except pursuant foregoing percentage threshold continues to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Companybe exceeded). (c) Seller acknowledges that a breach or threatened breach of this Section 5.02 would give rise Notwithstanding anything to irreparable harm to Buyerthe contrary set forth herein, 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 obligationsof the provisions of Section 5.11(a) (the “Restrictive Covenants”): (i) the Restricted Period shall be tolled during the pendency of any breach of any of the Restrictive Covenants; (ii) Buyer and its Affiliates (including the Purchased Companies) shall have the right and remedy, Buyer shall, in addition without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction and all other rights (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and remedies material Loss to Buyer and its Affiliates (including the Purchased Companies), the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates (including the Purchased Companies) will have any adequate remedy at Law or in equity; (iii) it is the desire and intent of the parties hereto that may the Restrictive Covenants be available enforced to it the fullest extent permissible under the Laws and public policies applied in respect 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 amended to the maximum less restrictive limitations permitted under applicable Law to the extent necessary in order that such provision be valid and enforceable, the parties hereto hereby expressly acknowledge their desire that in such event such action be taken and the remainder of such breach, Restrictive Covenant shall not thereby be entitled affected and shall be given full effect without regard to equitable relief, including a temporary restraining order, an injunction, or specific performance (without any requirement invalid portions and such amendment shall apply only with respect to post bond).the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (div) Seller acknowledges the parties hereto acknowledge and agree that the restrictions contained in this Section 5.02 Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s and the Purchased Companies’ businesses and are reasonable and necessary to protect the legitimate interests of Buyer valid in geographical and constitute a material inducement to Buyer to enter into this Agreement temporal scope and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or all other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.02 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 jurisdictionrespects.

Non-Competition; Non-Solicitation. (a) For a period of five (5) three years commencing on the Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of its Affiliates the Restricted Persons to, directly or indirectly: indirectly (except for the benefit of the Buyer or its Affiliates, including in connection with any obligations under the Co-Pack Agreement), (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere 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 client or customer of the Business after the Closing), or any other Person who has a material business relationship with the business relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date of this Agreement) between the Company and customers or suppliers of the Company. (b) During the Restricted Periodforegoing, Seller shall not, and shall not permit any of its Affiliates tomay own, directly or indirectly, hire or solicit solely as an investment, securities of any current or former employee of the Company or encourage Person traded on any employee to leave the Company’s employment, except pursuant to a general solicitation which national securities exchange if Seller is not directed specifically to 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 employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the CompanyPerson. (cb) Seller acknowledges that a breach or threatened breach of this Section 5.02 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (dc) Seller acknowledges that the restrictions contained in this Section 5.02 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 covenant contained in this Section 5.02 6.07 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.07 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) three years commencing on the Closing Date (the “Restricted Period”), Seller Sellers shall not, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in any activity or owning more than 5% of a company that is creates, manufactures, and or sells CBD and related cannabinoid products or services anywhere in the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries world. (the “Restricted Business”) in any state in which B▇▇▇ holds or has held in the State of North Carolina last five (5) years a license to conduct the Restricted Business (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, 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 Brio and customers or suppliers of the CompanyBrio. (b) During the Restricted Period, Seller Sellers shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of the Company Brio or encourage any employee to leave the CompanyBrio’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, that nothing in this Section 5.02(b5.07(b) shall prevent Seller Sellers or any of its Affiliates from hiring: (i) any employee terminated by the CompanyBrio or Buyer; or (ii) after one hundred eighty (180) days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Seller Sellers acknowledges that a breach or threatened breach of this Section 5.02 5.07 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 Sellers 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, or specific performance performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller Sellers acknowledges that the restrictions contained in this Section 5.02 5.07 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 covenant contained in this Section 5.02 5.07 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.02 5.07 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), Seller Sellers shall not, and shall not permit any of its their Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere 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 any 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 relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. For the date avoidance of doubt, no employee of any Seller who is an Affiliate shall be bound by the provisions of this Agreement) between the Company and customers or suppliers of the CompanySection 6.07(a). (b) During the Restricted Period, Seller Sellers shall not, and shall not permit any of its their Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer pursuant to Section 6.05(a) or former employee of is or was employed in the Company Business during the Restricted Period, or encourage any such employee to leave the Company’s 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 nothing in this Section 5.02(b6.07(b) shall prevent Seller Sellers or any of its their Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; Buyer or (ii) after one hundred eighty (180) days year from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. For the avoidance of doubt, no employee of any Seller who is an Affiliate shall be bound by the provisions of this Section 6.07(b). (c) Seller acknowledges Sellers acknowledge that a breach or threatened breach of this Section 5.02 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 Sellers 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges Sellers acknowledge that the restrictions contained in this Section 5.02 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 covenant contained in this Section 5.02 6.07 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.07 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), the Seller shall not, and shall not permit any of its Affiliates subsidiaries to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); , (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; , or (iii) intentionally interfere 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 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 relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date of this Agreement) between foregoing, the Company and customers Seller or suppliers any subsidiary of the CompanySeller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if the Seller or its subsidiary is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own one percent or more of any class of securities of such Person. (b) During the Restricted Period, the Seller shall not, and shall not permit any of its Affiliates subsidiaries to, directly or indirectly, hire or solicit any current person who is offered employment by the Buyer pursuant to Section 6.05(a) or former employee of is or was employed in the Company Business during the Restricted Period, or encourage any such employee to leave the Company’s employment, except pursuant to a general solicitation which is not directed specifically to such employment or hire any such employeesemployee who has left such employment; provided, however, that nothing in this Section 5.02(b6.07(b) shall prevent the Seller or any of its Affiliates subsidiaries from hiring: (i) hiring any employee whose employment has been terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the CompanyBuyer. (c) The Seller acknowledges that a breach or threatened breach of this Section 5.02 6.07 would give rise to irreparable harm to the 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) The Seller acknowledges that the restrictions contained in this Section 5.02 6.07 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 covenant contained in this Section 5.02 6.07 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.07 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; consultant or (iii) intentionally interfere 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 client or customer of the Business after the Closing), or any other Person who has a material business relationship with the business relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date foregoing, Seller may own, directly or indirectly, solely as an investment, securities of this Agreement) between the Company 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 Person and customers does not, directly or suppliers indirectly, own 5% or more of the Companyany class of securities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer or former employee of is employed in the Company ▇▇▇▇ business during the Restricted Period, or encourage any such employee to leave the Company’s 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, nothing in this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Company. (c) Seller acknowledges that a breach or threatened breach of this Section 5.02 ‎Section 5.11 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 5.02 ‎Section 5.11 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 covenant contained in this Section 5.02 ‎Section 5.11 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 ‎Section 5.11 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.

Non-Competition; Non-Solicitation. (a) For The Seller acknowledges the competitive nature of the Company’s business and accordingly agrees, in connection with the sale of the Interests, that for a period of five (5) years commencing beginning on the Closing Date and ending at the conclusion of the Earnout Period (such period, the “Restricted Period”), Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in any activity that is competitive with Enterprise (as conducted or planned to be conducted as of the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries Closing Date) (the “Restricted BusinessActivities”) in ), within a 20 mile radius of the State of North Carolina Enterprise (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business Activities in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere cause, induce or encourage any actual or prospective supplier or licensor of the Company or of Buyer or its Affiliates, or any other Person who has a material business relationship with the business relationships Company, Buyer or its Affiliates, 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 such Person is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own two percent (whether formed prior to 2%) or after the date more of this Agreement) between the Company and customers or suppliers any class of the Companysecurities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee person who is employed by the Company as of the Company Closing or during the Restricted Period, or encourage any such employee to leave the Company’s such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, that nothing in this Section 5.02(b6.07(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; , directly or (ii) after one hundred eighty (180) days from the date of resignationindirectly, any employee that whose employment has resigned from the Companybeen terminated by Buyer within six (6) months of such termination. (c) From and after the date of this Agreement until the end of the Restricted Period, Seller shall not, and shall not permit any of its respective Affiliates to, directly or indirectly, make, or cause to be made, any statement (whether oral or written) that is intended or is reasonably likely to harm or disparage the reputation, stature or business of the Company or any of its Affiliates. (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 covenant contained in this Section 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 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 6.07 and each provision of this Section 6.07 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, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. The Seller Indemnifying Parties and the Company each acknowledge that a breach or threatened breach of this Section 5.02 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 the Seller Indemnifying Parties or the Company 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges 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 covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.02 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.

Non-Competition; Non-Solicitation. (a) For a period of five three (53) years commencing on the Closing Date (the “Restricted Period”), each Seller and Key Holder shall not, and shall not permit any of its Affiliates to, directly or indirectly: , unless consented to by Buyer in writing, (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (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, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere 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 such Seller, such Key Holder 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 relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date foregoing, a Seller or Key Holder may own, directly or indirectly, solely as an investment, securities of this Agreement) between the Company any Person traded on any national securities exchange if such Seller or Key Holder is not a controlling Person of, or a member of a group which controls, such Person and customers does not, directly or suppliers indirectly, own 5% or more of the Companyany class of securities of such Person. (b) During the Restricted Period, Seller each of the Sellers and Key Holders shall not, and shall not permit any of its respective Affiliates to, directly or indirectly, hire or solicit any current Person who is or former employee of was employed in the Company Business during the Restricted Period, or encourage any such employee to leave the Company’s employment, except pursuant to a general solicitation which is not directed specifically to such employment or hire any such employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that who has resigned from the Companyleft such employment. (c) Seller acknowledges The Sellers and Key Holders each acknowledge that a breach or threatened breach of this Section 5.02 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 a Seller or Key Holder of any such obligations, Buyer shall, in addition to any and all other rights and remedies permitted by applicable Law that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges The Sellers and Key Holders each acknowledge that the restrictions contained in this Section 5.02 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 covenant contained in this Section 5.02 6.07 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.07 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.

Non-Competition; Non-Solicitation. (a) For While you are employed hereunder and for a period of five (5) years commencing on one year following the Closing Date (the “Restricted Period”)termination of your employment hereunder for any reason or for no reason, Seller shall you will not, and shall not permit any without the prior written consent of its Affiliates to, directly or indirectly: the Company: (i) engage in For yourself or assist others in engaging in on behalf of any activity that is the same as, other person or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engagesentity, directly or indirectly, in the Restricted Business in the Territory in any capacityeither as principal, including as a partner, shareholderstockholder, officer, director, officer, member, manager, member employee, contractor, principalconsultant, agent, volunteerrepresentative or in any other capacity, internown, advisormanage, operate or control, or consultant; be concerned, connected or (iii) intentionally interfere employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any business which is competitive with the business relationships (whether formed prior to or after the date of this Agreement) between the Company Group (each, a "Restricted Activity") within the United Kingdom of Great Britain and customers Ireland and any other territories in which the Company or suppliers its major subsidiaries generates substantial revenue (the "Restricted Territory"), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business if such securities are publicly traded, and provided that your holdings do not exceed one percent of the Company.issued and outstanding securities of any class of securities of such business and (B) nothing contained herein will prohibit you from engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a "Unit") of an entity if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such entity engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); or (bii) During the Restricted Period, Seller shall not, and shall not permit Either individually or on behalf of or through any of its Affiliates tothird party, directly or indirectly, hire solicit, divert or solicit appropriate or attempt to solicit, divert or appropriate, for the purpose of competing with the Company Group, any current customers or former employee patrons of the Company Group, or encourage any employee prospective customers or patrons with respect to which the Company Group has developed or made a sales presentation (or similar offering of services); or (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the Company’s employmentservice of the Company Group for any reason, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (iiB) after one hundred eighty (180) days from employ, cause to be employed, or solicit the date of resignationemployment of, any employee that of or consultant to the Company Group while any such person is providing services to the Company Group or within six months after any such person has resigned from ceased providing services to the Company.Company Group; or (civ) Seller acknowledges that a breach Either individually or threatened breach on behalf of this Section 5.02 would give rise to irreparable harm to Buyeror through any third party, for which monetary damages would not be an adequate remedydirectly or indirectly, 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 injunctioninterfere with, or specific performance (without attempt to interfere with, the relations between the Company Group and any requirement to post bond). (d) Seller acknowledges 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 covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product vendor or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction supplier to the maximum time, geographic, product or service, or other limitations permitted by applicable Law or such Governmental Order. The covenants contained in this Section 5.02 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 jurisdictionCompany Group.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on from and after the Closing Date (the “Restricted Period”)Date, Holdings and Seller shall not, and shall cause their Subsidiaries not permit any of its Affiliates to, anywhere in the world, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in designing, developing, marketing and/or selling products used in the automotive sector that are substantially equivalent to, or that compete with, the products that are the subject of the Business as currently conducted, (excluding any component parts, services or Software), (a “Restricted Business”); provided, however, that the restrictions contained in this Section 6.6(a) shall not restrict the acquisition by Holdings or Seller, directly or indirectly, of (i) an aggregate of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or (ii) any Person or business engaged in a Restricted Business if at the time of such acquisition such Restricted Business generated 20% or less of such Person’s or business’ total revenues in the 12 month period immediately preceding the date of such acquisition. The Parties specifically acknowledge and agree that the remedy at law for any breach of the foregoing will be inadequate and that Purchaser, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever. (b) For a period of three years from and after the Closing Date, Holdings and Seller shall not, and Seller shall cause their Affiliates not to, anywhere in the world directly or indirectly: (i) engage in or assist others in engaging in any activity that is the same ascause, or similar tosolicit, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) in the State of North Carolina (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, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, or consultant; or (iii) intentionally interfere 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. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of the Company induce or encourage any employee Company Employee to leave the Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller employment with Purchaser or any of its Affiliates from hiring: (i) or hire, employ or otherwise engage any employee terminated by the Company; Company Employee or (ii) cause, induce or encourage any client, customer, supplier or licensor of the Company or the Business (including any existing or former customer of the Company or the Business) or any other Person who has a material business relationship with the Company or the Business, to terminate or modify any such relationship. Notwithstanding the foregoing, Seller shall be permitted (A) to hire any Company Employee who works for or supports the operation of the Business from and after one hundred eighty the 180th day such Company Employee ceases to be employed by Purchaser or any of its Affiliates, (180B) days from the date of resignationto conduct any general solicitations in a newspaper, trade publication or other periodical or web posting not specifically targeted at any employee that has resigned from the CompanyCompany Employee, and (C) to participate in job fairs, career fairs or similar recruiting events. (c) Seller acknowledges that The covenants and undertakings contained in this Section 6.6 relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Section 6.6 will cause irreparable injury to the parties, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Therefore, Purchaser will be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach or threatened breach of this Section 5.02 would give rise 6.6, without the need to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, post bond or prove actual damages. The rights and hereby agrees that in the event of a breach or a threatened breach remedies provided by Seller of any such obligations, Buyer shall, this Section 6.6 are cumulative and in addition to any and all other rights and remedies that which Purchaser may have hereunder or at law or in equity. Purchaser’s ability to enforce its rights under this Section 6.6 or applicable law against Holdings or Seller shall not be available to it impaired in respect any way by the existence of such breach, be entitled to equitable relief, including a temporary restraining order, an injunctionclaim or cause of action on the part of Holdings or Seller based on, or specific performance (without arising out of, this Agreement or any requirement to post bond)other event or transaction. (d) Seller acknowledges The parties agree that the restrictions contained in provisions of this Section 5.02 6.6 are reasonable with respect to the specified time periods, specified geographical areas, specified business limitation, and necessary to protect in all other respects. The parties agree that it is their intention that the legitimate interests provisions 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 covenant contained in this Section 5.02 should ever 6.6 be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law enforced in any jurisdiction or any Governmental Order, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction accordance with their terms to the maximum extent permitted by law. Each of the provisions of this Section 6.6 shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the provisions of this Section 6.6 be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Agreement or the provision in question. The parties hereto agree that, if any court of competent jurisdiction determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 6.6 is unreasonable, arbitrary or against public policy, then the court shall substitute for the provision in question a lesser period of time, geographicgeographical area, product or service, business limitation or other limitations permitted by relevant feature that is determined to be reasonable, not arbitrary and not against public policy, and the court shall enforce such modified provision against the applicable Law or such Governmental Orderparty. The covenants contained in For the avoidance of doubt, the provisions of this Section 5.02 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written 6.6 shall not invalidate apply to any future acquirer of all of the stock or render unenforceable all or substantially all of 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 jurisdictionassets of Holdings.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”)6.1.1 Seller agrees that, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) in the State of North Carolina (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, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, or consultant; or (iii) intentionally interfere 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. (b) During during the Restricted Period, Seller shall not, not and shall cause each of Seller’s Affiliates not permit any of its Affiliates to, directly or indirectly, hire engage in any Restricted Business in any capacity, including rendering services to or solicit having a financial interest in any current Restricted Business. For the avoidance of doubt, the Parties agree that it would be a violation of this Section 6.1.1 for Seller or former employee any of Seller’s Affiliates to act as an owner, consultant, advisor, independent contractor, officer, manager, employee, principal, agent, lender, board member or trustee of any Person that is engaged in any Restricted Business during the Company Restricted Period or encourage to use the Excluded Domain Names in connection with any employee to leave Restricted Business during the Company’s employmentRestricted Period, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, provided that nothing in this Section 5.02(b) 6.1.1 shall prevent prohibit Seller or any of its Seller’s Affiliates from hiring: owning, directly or indirectly, solely as an investment, up to one percent (i5%) of any class of “publicly traded securities” of any Restricted Business, meaning securities that are traded on a national or foreign securities exchange. 6.1.2 Seller agrees that during the Restricted Period Seller shall not and shall cause each of Seller’s Affiliates not to, directly or indirectly, solicit for employment or encourage to leave employment any employee terminated by or contractor of Buyer or the Company; Company or (ii) after one hundred eighty (180) days any of their Affiliates. Nothing in this Section 6.1.2 shall prohibit Seller from placing general advertisements that may be targeted to a particular geographic or technical area but that are not specifically targeted toward employees of Buyer or the date Company or any of resignation, any employee that has resigned from the Companytheir Affiliates. (c) 6.1.3 Seller acknowledges that a breach or threatened breach (a) any violation of the provisions of this Section 5.02 6.1 would give rise to cause irreparable harm to Buyer, for which monetary Buyer and that money damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Seller of remedy for any such obligationsviolation and (b) accordingly, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, its Affiliates shall be entitled to obtain injunctive or other equitable reliefrelief to prevent any actual or threatened breach of any of such provisions and to enforce such provisions specifically, including without the necessity of posting a temporary restraining orderbond or other security or of proving actual damages, by an injunction, or specific performance (without any requirement to post bond). (d) Seller acknowledges that appropriate court in the restrictions contained appropriate jurisdiction. The remedies provided in this Section 5.02 6.1 are cumulative and shall not exclude any other remedies to which Buyer may be entitled under this Agreement or Law, and the exercise of a remedy under this Section 6.1 shall not be deemed an election excluding any other remedy or any waiver thereof. 6.1.4 If any Governmental Authority determines that the foregoing restrictions are too broad or otherwise unreasonable under Law, including with respect to time or geographical scope, such Governmental Authority is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under Law. Seller acknowledges, however, that this Section 6.1 has been negotiated by each such Person and that the geographical scope and time limitations, as well as the limitation on activities, are reasonable and necessary in light of the circumstances pertaining 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 covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.02 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.

Non-Competition; Non-Solicitation. (a) For During the period while you are employed hereunder and for a period of five (5) two years commencing on following the Closing Date (the “Restricted Period”), Seller shall termination of your employment hereunder for any reason or for no reason you will not, and shall not permit any without the prior written consent of its Affiliates to, directly or indirectly: the Company: (i) engage in For yourself or assist others in engaging in on behalf of any activity that is the same as, other person or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engagesentity, directly or indirectly, in the Restricted Business in the Territory in any capacityeither as principal, including as a partner, shareholderstockholder, officer, director, officer, member, manager, employee, contractor, principalconsultant, agent, volunteerrepresentative or in any other capacity, internown, advisormanage, operate or control, or consultant; be concerned, connected or (iii) intentionally interfere employed by, or otherwise associate in any manner with, engage in, or have a financial interest in, any business which is directly or indirectly competitive with the business relationships (whether formed prior to or after the date of this Agreement) between the Company (each, a “Restricted Activity”) in each state that the Company has properties at the time of termination (the “Restricted Territory”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business if such securities are publicly traded, and customers provided that your holdings do not exceed four percent of the issued and outstanding securities of any class of securities of such business, and (B) nothing contained herein will prevent you from engaging in a Restricted Activity for or suppliers with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of an entity if that Unit is not engaged in any business which is competitive with the business of the Company., irrespective of whether some other Unit of such entity engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); or (bii) During the Restricted Period, Seller shall not, and shall not permit Either individually or on behalf of or through any of its Affiliates tothird party, directly or indirectly, hire solicit, divert or solicit appropriate or attempt to solicit, divert or appropriate, for the purpose of competing with the Company, any current customers or former patrons of the Company, or any prospective customers or patrons with respect to which the Company has developed or made a sales presentation (or similar offering of services); or (iii) Either individually or on behalf of or through any third party, solicit, entice or persuade or attempt to solicit, entice or persuade any employee of or consultant to the Company or encourage any employee to leave the service of the Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b) shall that the foregoing provisions will not prevent Seller or any of its Affiliates you from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Company. (c) Seller acknowledges 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 agrees that in the event of a breach or a threatened breach by Seller of hiring 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, person who contacts you on his or specific performance (her own initiative without any requirement to post bond)direct or indirect solicitation by or encouragement from or on behalf of you or your representatives. (d) Seller acknowledges 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 covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.02 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.

Non-Competition; Non-Solicitation. (a) For a period of five three (53) years commencing on the Closing Date (the “"Restricted Period”"), Seller each of the Selling Parties shall not, and shall not permit any of its their Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere 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 client or customer of the Business after the Closing), or any other Person who has a material business relationship with the business relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date foregoing, the Selling Parties may own, directly or indirectly, solely as an investment, securities of this Agreement) between the Company Buyer or its Affiliates and customers of any Person traded on any national securities exchange if Seller is not a controlling Person of, or suppliers a member of the Companya group which controls, such Person and does not, directly or indirectly, own 1% or more of any class of securities of such Person. (b) During the Restricted Period, Seller each Selling Party shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer pursuant to Section 6.05(a) or former employee of is or was employed in the Company Business during the Restricted Period, or encourage any such employee to leave the Company’s 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 nothing in this Section 5.02(b6.07(b) shall prevent Seller any Selling Party or any of its Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; Buyer or (ii) after one hundred eighty (180) 180 days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Seller Each Selling Party acknowledges that a breach or threatened breach of this Section 5.02 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 the Selling Parties 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller Each Selling Party acknowledges that the restrictions contained in this Section 5.02 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 covenant contained in this Section 5.02 6.07 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.07 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.

Non-Competition; Non-Solicitation. (a) During the Term (the “Non-Compete Period”), Executive will not, directly or indirectly, engage, anywhere in the Restricted Area (as defined below), whether such engagement be as an individual, officer, director, proprietor, employee, partner, member, investor (other than solely as a holder of less than two percent (2%) of the outstanding capital stock of a corporation whose shares are publicly traded on a national securities exchange or through a national market system or registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended), creditor, consultant, advisor, sales representative, agent or other participant, in a Restricted Business (as defined herein). (b) For a period of five (5) years commencing on time equal to the Closing Date (Non-Compete Period plus the “Restricted Period”), Seller shall not, and shall not permit any greater of its Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in any activity period that Executive is entitled to receive Base Salary and Continued Benefits under the same asEmployment Agreement, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) in the State of North Carolina (the “Territory”); (ii) have an interest one year commencing as of the Termination Date, unless the Employment Agreement is terminated by the Company without Cause or Executive resigns with Good Reason, in any Person that engageseach case, for a period of time equal to the Term plus the period during which the Company continues to pay Executive her Base Salary and Continued Benefits pursuant to Section 7 of the Employment Agreement, whenever the same shall occur and for whatever reason, Executive shall not, directly or indirectly, in the Restricted Business in the Territory in (i) cause, solicit, induce or encourage (each, a “Solicitation”) any capacityperson who is or was, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, or consultant; or (iii) intentionally interfere 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. (b) During the Restricted Periodsuch Solicitation, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former an employee of the Company or encourage any employee of its subsidiaries to leave employment with the Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller Company or any of its Affiliates from hiring: (i) subsidiaries, or hire, employ or otherwise engage any employee terminated by the Companysuch individual; or (ii) after one hundred eighty cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Company or any of its subsidiaries (180including any former customer of the Company or its subsidiaries and any person that becomes a customer of the Company or any of its subsidiaries) days from or any other person who has a material business relationship with the date Company or any of resignationits subsidiaries, any employee that has resigned from the Company. (c) Seller acknowledges that a breach to terminate 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 agrees that in the event of a breach or a threatened breach by Seller of modify 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, actual or specific performance (without any requirement to post bond)prospective relationship. (d) Seller acknowledges 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 covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.02 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on Seller hereby covenants and agrees that from and after the Closing Date and during the three (the “Restricted Period”)3) year period thereafter, Seller shall notnot directly or indirectly (except as otherwise contemplated in this Article VI on behalf of Purchaser): (i) engage in, and shall or control, advise, manage or receive any economic benefit from, have any financial interest in (except investment in not permit more than two percent (2%) of any class of securities of any publicly traded company) or exert any influence upon any business, corporation or other Person which conducts, activities anywhere in the world the same as or similar to any activities of the Business; (ii) solicit, divert or attempt to solicit or divert any Person who is, was, or was solicited to become, a customer or supplier of the Business at any time prior to the date hereof; or (iii) employ, solicit for employment or encourage to leave his or her employment, in each case, either as an officer or employee, any Transferred Employee or any other individual who was during the twenty-four (24)-month period prior to such employment, solicitation or encouragement, or is at the time of such employment, solicitation or encouragement, an officer or employee of Purchaser or any of its Affiliates to, directly (or indirectly: (i) engage in any successor corporation into which Purchaser or assist others in engaging in any activity that is the same as, of its Affiliates may be merged or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) in the State of North Carolina (the “Territory”consolidated); (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, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, or consultant; or (iii) intentionally interfere 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. (b) During the Restricted PeriodSeller acknowledges that Purchaser would be irreparably harmed by a violation of Section 6.8(a), and Seller agrees that Purchaser, in addition to any other remedies available to it for such breach or threatened breach, shall be entitled to a preliminary injunction, temporary restraining order, permanent injunction and other equivalent relief, restraining Seller from any actual or threatened breach of Section 6.8(a). Seller agrees to waive any requirement that a bond be posted in order for Purchaser to secure an injunction or other equitable remedy (or, if such requirement cannot be waived under applicable law, Seller agrees that such bond need not be more than a nominal sum). All remedies shall notbe in addition to, and shall not permit any of its Affiliates toin limitation of, directly all other remedies available at law, in equity or indirectly, hire or solicit any current or former employee of the Company or encourage any employee to leave the Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Companyotherwise. (c) Seller acknowledges that a breach If the provisions of Section 6.8(a) are determined to be invalid or threatened breach unenforceable for any reason, including by reason of this being vague or unreasonable as to duration, area or scope of activity, then Section 5.02 would give rise 6.8(a) shall be considered divisible (with the other provisions of Section 6.8(a) to irreparable harm remain in full force and effect) and the invalid or unenforceable provisions shall become and be deemed to Buyerbe immediately amended to include only such time, for which monetary damages would not area, scope of activity and other restrictions, as may be an adequate remedydetermined to be reasonable and enforceable by the court or other body having jurisdiction over the matter, and hereby Seller expressly agrees that in the event of a breach or a threatened breach by Seller of any such obligationsSection 6.8(a), Buyer shallas so amended, 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, or specific performance (without any requirement to post bond). (d) Seller acknowledges 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 covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 valid and binding as though any invalid or service, or other limitations permitted by applicable Law or such Governmental Order. The covenants contained in this Section 5.02 and each unenforceable provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall had 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 jurisdictionbeen included therein.

Non-Competition; Non-Solicitation. (a) For a period of five three (53) years commencing on the Closing Date (the “Restricted Period”), neither any Seller nor ▇▇▇▇▇ or ▇▇▇▇▇ (each, a “Restricted Party” and collectively, the “Restricted Parties”) shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere cause, induce or solicit any material actual or prospective franchise, supplier or licensor of the Business (including any existing or former franchise of any Seller and any Person that becomes a franchise of the Business after the Closing), or any other Person who has a material business relationship with the business relationships Business, to terminate or adversely modify any such actual or prospective relationship. Notwithstanding the foregoing, (whether formed prior to i) the Sellers or after the date ▇▇▇▇▇ or ▇▇▇▇▇ may own, directly or indirectly, solely as an investment, securities of this Agreementany Person if such Seller, directly or indirectly, owns five percent (5%) between the Company or less of any class of securities of such Person and customers or suppliers of the Company(ii) as set forth on Schedule 6.7(a). (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates tono Restricted Party shall, directly or indirectly, hire or solicit any current person who is offered employment by Buyer pursuant to Section 6.5(b) or former employee of is or was employed in the Company Business within the prior twelve (12) months, or encourage any such employee to leave the Company’s such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, that nothing in this Section 5.02(b6.7(b) shall prevent any Seller or any of its Affiliates from hiring: soliciting or hiring (i) any employee whose employment has been terminated by the Company; Buyer or (ii) after one hundred eighty (180) days 12 months from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Seller acknowledges The Restricted Parties acknowledge that a breach or threatened breach of this Section 5.02 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 any 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 seek equitable relief, including a temporary restraining order, an injunction, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond, subject to applicable Law). (d) Seller acknowledges The Restricted Parties acknowledge that the restrictions contained in this Section 5.02 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 covenant contained in this Section 5.02 6.7 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.7 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. Nothing contained in this Section 6.7 applies to, or limits, the manner in which work is performed by Sellers for Buyer after Closing.

Non-Competition; Non-Solicitation. (a) For a period of five (5) three years commencing on the Closing Date (the “"Restricted Period”"), Seller Sellers shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere 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 Sellers 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 relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date foregoing, Sellers may own, directly or indirectly, solely as an investment, securities of this Agreement) between the Company any Person traded on any national securities exchange if Sellers is not a controlling Person of, or a member of a group which controls, such Person and customers does not, directly or suppliers indirectly, own 2% or more of the Companyany class of securities of such Person. (b) During the Restricted Period, Seller Sellers shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer pursuant to Section 6.05(a) or former employee of is or was employed in the Company Business during the Restricted Period, or encourage any such employee to leave the Company’s 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 nothing in this Section 5.02(b6.07(b) shall prevent Seller Sellers or any of its Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; Buyer or (ii) after one hundred eighty (180) 180 days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Seller Sellers acknowledges that a breach or threatened breach of this Section 5.02 would 6.07would 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 Sellers 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller Sellers acknowledges that the restrictions contained in this Section 5.02 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 covenant contained in this Section 5.02 6.07 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.07 and each provision hereof are is 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. (e) Notwithstanding the foregoing, ▇▇ ▇▇▇▇▇ shall be free to pursue his business venture in Nunn, Colorado with ▇▇▇▇ ▇▇▇▇▇▇▇, as previously disclosed to Buyer, as well as other business ventures with ▇▇▇▇ ▇▇▇▇▇▇▇, so long as they do not interfere with his employment obligations to Buyer.

Non-Competition; Non-Solicitation. (a) For a period of five four (54) years commencing on the Closing Date (the “Restricted Period”), no Seller Entity nor any Shareholder (each, a “Restricted Person”) shall, nor shall not, and shall not any Restricted Person permit any of its Affiliates to, directly or indirectly: indirectly (except as an employee of Buyer or any Affiliate of Buyer), (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere cause, induce or encourage any actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of a Seller Entity and any Person that becomes a client or customer of the Business after the Closing), or any other Person who has a business relationship with the business relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date foregoing, a Restricted Person may own, directly or indirectly, solely as an investment, securities of this Agreement) between the Company any Person traded on any national securities exchange if such Restricted Person is not a controlling Person of, or a member of a group which controls, such Person and customers does not, directly or suppliers indirectly, own 2% or more of the Companyany class of securities of such Person. (b) During the Restricted Period, Seller shall notno Restricted Person shall, and no Restricted Person shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer pursuant to Section 7.06 or former employee of is or was employed in the Company Business, or encourage any such employee to leave the Company’s 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, nothing in this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Company. (c) Seller Each Restricted Person acknowledges that a breach or threatened breach of this Section 5.02 7.07 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 such Restricted Person 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller Each Restricted Person acknowledges that the restrictions contained in this Section 5.02 7.07 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 covenant contained in this Section 5.02 7.07 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 7.07 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”Subject to Section 5.7(b), Seller shall notin order for Buyer to protect and preserve the going concern value and goodwill of each Acquired Business, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) in the State of North Carolina (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, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, or consultant; or (iii) intentionally interfere 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. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of the Company or encourage any employee to leave the Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Company. (c) Seller acknowledges 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 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, or specific performance (without any requirement to post bond). (d) Seller acknowledges 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 Agreement, Dover shall not, and consummate shall cause each of its Affiliates not to, directly or indirectly (whether by itself, through an Affiliate or in partnership or conjunction with, or as a member, owner, investor, partner, joint venturer, consultant or agent of, any other Person): (i) for a period of five (5) years following the transactions contemplated Closing Date, undertake, participate or carry on or be engaged in, or in any other manner advise or assist any other Person in connection with the operation of or engagement in, any Competing Business Activities anywhere in the world; (ii) for a period of five (5) years following the Closing Date, solicit, entice, encourage or influence, or attempt to solicit, entice, encourage or influence, any customer of any of the Acquired Businesses as of the Closing Date and any Person who has been a customer of any of the Acquired Businesses at any time during the twenty-four (24) month period prior to the Closing Date to reduce, terminate or alter in a manner adverse to Buyer, any Acquired Company or any Acquired Business its business relationship with Buyer, any Acquired Company or any Acquired Business; and (iii) for a period of eighteen (18) months following the Closing Date, solicit, entice, encourage or influence, or attempt to solicit, entice, encourage or influence, any Restricted Person to resign or otherwise leave the employ of Buyer or any Acquired Company or otherwise hire, employ, engage or contract with any Restricted Person to perform services other than for the benefit of Buyer or any Acquired Company; provided, however, that with respect to each of the periods set forth in clauses (i) – (iii) of this Section 5.7(a), if Dover or any of its Affiliates is in breach of such clause, the running of the applicable period specified in such clause shall be suspended during the pendency thereof. (b) Notwithstanding Section 5.7(a), Dover and its Affiliates shall not be prohibited from or restricted in any way with respect to: (i) advertising job openings by use of newspapers, magazines, the Internet and other media not directed at individual Restricted Persons or hiring Restricted Persons as a result thereof, (ii) hiring or soliciting any Restricted Person who has terminated employment with Buyer, any Acquired Company or any Affiliate thereof, so long as there was no solicitation by Dover or its Affiliates prior thereto; provided, that no such hiring or solicitation shall occur within the three-month period following such termination, (iii) holding not more than five percent (5%) of the outstanding voting securities of any company (whether public or private) that is primarily engaged in Competing Business Activities, or (iv) acquiring, and following such acquisition, actively engaging in any business that has a subsidiary, division, group, franchise or segment that is engaged in any Competing Business Activity, so long as for the most recent fiscal year ending prior to the date of such acquisition, the revenues derived from the Competing Business Activities were equal to or less than fifteen percent (15%) of the total consolidated revenues of such business; provided, however, that if such revenues derived from the Competing Business Activities were more than fifteen percent (15%) of the total consolidated revenues of such business, Dover or the applicable acquiring Affiliate (the “Competing Business Seller”) shall sell or otherwise divest such Competing Business Activities within two (2) years following such acquisition; provided, further, however, that prior to consummating a sale or other divestiture of a Competing Business Activity pursuant to this AgreementSection 5.7(b), Buyer shall be given the right to exercise a right of first offer with respect thereto, in accordance with the following procedures: (i) Prior to the consummation of a sale or other divestiture of a Competing Business Activity, the Competing Business Seller shall deliver a notice (the “Sale Notice”) to Buyer. The Sale Notice shall contain a detailed description of the Competing Business Activity to be sold or otherwise divested. Upon receipt of the Sale Notice, Buyer shall have the exclusive right, for a period of 90 days from receipt of the applicable Sale Notice, to make an offer to purchase the Competing Business Activity specified in the Sale Notice, by delivering written notice of such election to the Competing Business Seller at any time within ninety (90) days following the delivery of the Sale Notice. During such ninety (90)-day period, Dover shall (A) cooperate with Buyer, and make such personnel and information available to Buyer as Buyer shall reasonably request, to allow Buyer to undertake its due diligence investigation of the Competing Business Activity to be sold or otherwise divested and (B) negotiate with Buyer in good faith the terms of any such offer. (ii) If Buyer does not deliver a written notice within such ninety (90)-day period, Buyer’s right of first offer shall terminate with respect to such Competing Business Activity to be sold or otherwise divested and the Competing Business Seller may sell the applicable Competing Business Activity to any other party. (c) Each Party agrees that the duration and geographic scope of the non-competition and non-solicitation provisions set forth in this Section 5.7 are reasonable. In the event that any covenant contained court of competent jurisdiction determines that the duration or the geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, each of the Parties agrees that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. Each Party intends that these non-competition and non-solicitation provisions shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America and each comparable jurisdiction or subdivision thereof anywhere else in the world. Each Party agrees that damages are an inadequate remedy for any breach of this provision and that Buyer shall, whether or not it is pursuing any potential remedies at law, be entitled to seek equitable relief in the form of preliminary and permanent injunctions without bond or other security upon any actual or threatened breach of this non-competition provision. (d) Dover acknowledges that the ownership by its Affiliates of Acquired Shares and Acquired Assets represents a substantial interest in the Acquired Businesses and Dover intends to cause its Affiliates to transfer to Buyer the goodwill reflected in the Acquired Shares owned by such Affiliate. Dover further acknowledges that Buyer would not enter into this Agreement but for the restrictions in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.02 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 jurisdiction5.7.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), Seller the Vendor Parties shall not, and shall not permit any of its their Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere 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 Vendor 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 modify any such actual or prospective relationship. Notwithstanding the foregoing: (a) a Vendor Party may own, directly or indirectly, solely as an investment, securities of any Person traded on any stock exchange if such Vendor Party 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 (b) the Principal may continue to hold a direct or indirect ownership interest in Alphacladding, LLC (“Alphacladding”), but only to the extent that the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers Alphacladding consists of the Companyprovision of design and engineering services to its customers pursuant to a contract with such customer for a construction project, and such business does not include the provision of manufacturing, fabrication, assembly and/or installation services to customers in respect of construction projects. (b) During the Restricted Period, Seller the Vendor Parties shall not, and shall not permit any of their Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by the Purchaser under Section 6.01(a) or is or was employed 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 that is not directed specifically to any such employees. (c) During the Restricted Period, the Vendor Parties shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire solicit or entice, or attempt to solicit or entice, any current clients or former employee customers of the Company Business or encourage any employee to leave potential clients or customers of the Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller Business for purposes of diverting their business or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days services from the date of resignation, any employee that has resigned from the CompanyPurchaser. (cd) Seller acknowledges The Vendor Parties acknowledge that a breach or threatened breach of this Section 5.02 6.04 would give rise to irreparable harm to Buyerthe Purchaser, for which monetary damages would not be an adequate remedy, and hereby agrees that that, in the event of a breach or a threatened breach by Seller a Vendor Party of any such obligations, Buyer the 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 equitable relief, including a temporary restraining order, an interim or permanent injunction, or specific performance and any other relief that may be available from a court of competent equitable jurisdiction (without any requirement to post bondbond or other security). (de) Seller acknowledges The Vendor Parties acknowledge that the restrictions contained in this Section 5.02 6.04 are reasonable and necessary to protect the legitimate interests of Buyer the Purchaser and constitute a material inducement to Buyer the Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.02 6.04 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) three years commencing on the Closing Date (the “"Restricted Period”"), Seller Sellers and Aero shall not, and shall not permit any of its their Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere 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 Sellers 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 relationships Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Sellers, Aero, and any of their Affiliates may (A) own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Sellers or Aero 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, and (B) engage in staffing services to companies (whether formed prior to temporary or after permanent personnel placement), which may include companies that engage in the date of this Agreement) between the Company and customers or suppliers of the CompanyRestricted Business. (b) During the Restricted Period, Seller Sellers and Aero shall not, and shall not permit any of its their Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer pursuant to Section 6.5(a) or former employee of is or was employed in the Company Business during the Restricted Period, or encourage any such employee to leave the Company’s employment, except pursuant to a general solicitation which is not directed specifically to such employment or hire any such employeesemployee who has left such employment; provided, however, that the foregoing will not restrict Sellers and Aero or any of their Affiliates from soliciting or hiring any employee who responds to a general solicitation placed by such Person in the ordinary course of business; provided further, that nothing in this Section 5.02(b6.7(b) shall prevent Seller Sellers and Aero or any of its their Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; or Buyer, (ii) after one hundred eighty (180) 180 days from the date of resignationtermination of employment, any employee whose employment has been terminated by the employee, or (iii) any Business employee that has resigned from the Companydoes not accept Buyer’s offer of employment at Closing pursuant to Section 6.5, subject to Sellers' compliance with Section 6.5(a). (c) Seller acknowledges Sellers and Aero acknowledge that a breach or threatened breach of this Section 5.02 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 Seller Sellers or Aero 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges Sellers and Aero acknowledge that the restrictions contained in this Section 5.02 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 covenant contained in this Section 5.02 6.7 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.7 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.

Non-Competition; Non-Solicitation. (a) For Seller agrees that for a period of five seventy-two- (572) years commencing on months following the Closing, neither it, nor any of its Affiliates, its successors, transferees or assigns shall compete with Purchaser, directly or indirectly in the continental United States, with the AVL Business. (b) Purchaser agrees that, from and after the Closing Date and continuing through the date that is (12) months following the “Restricted Period”)Closing Date, Seller except with respect to the Transferred Employees, without the prior written consent of Seller, it shall not, not and shall not permit any of cause its or its Affiliates not to, directly or indirectly: (i) engage in engage, hire, lease or assist others in engaging in utilize any activity that is Employee of Seller or any person who has been an Employee of Seller for the same astwelve month period prior to the Closing, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engagesrecruit, directly or indirectlySolicit, in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisorattempt to Solicit, or consultant; assist anyone else to Solicit any Employee of Seller, or any person who has been an Employee of Seller during the twelve month period prior to the Closing Date, to terminate, restrict or hinder his, her or its association with Seller, or (iii) intentionally interfere in any way with the business relationships (whether formed prior to or after relationship between Seller and any such Employee. For the date purposes of this Agreement) between , “Solicit” shall mean to encourage or induce, or to take any action that is intended or calculated to encourage or induce, or which has the Company and customers effect of encouraging or suppliers of the Company. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly inducing or indirectly, hire or solicit any current or former employee of the Company or encourage any employee to leave the Company’s employment, except pursuant to a general solicitation which is not directed specifically reasonably likely to any such employeesresult in encouragement or inducement; provided, however, nothing in this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by that the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Company. (c) Seller acknowledges that a breach or threatened breach provisions 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 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, or specific performance (without any requirement to post bond). (d7.9(b) Seller acknowledges 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 covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.02 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 jurisdictionapply to those Employees listed on Schedule 7.9(b) hereto.

Non-Competition; Non-Solicitation. (a) For a period of five two (52) years commencing on the Closing Date (the “Restricted Period”), Seller Sellers shall not, and shall not permit any of its Affiliates their Affiliates, or officers, to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business as it relates to the Acquired Franchisees (including any existing or former client or customer of Sellers at any of the Acquired Franchisees and any Person that becomes a client or customer of the Acquired Franchisees after the Closing), or any other Person who has a material business relationship with the business relationships (whether formed prior Acquired Franchisees, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date of this Agreement) between the Company and customers or suppliers foregoing, Sellers may service any customer outside of the CompanyTerritory and may own, directly or indirectly, solely as an investment, securities of any 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 does not, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, Seller in the Territory, Sellers shall not, and shall not permit any of its their Affiliates to, directly or indirectly, hire or solicit any current staff employee or former employee owner of any of the Company Acquired Franchisees or encourage any employee such person to leave the Company’s such employment or hire any such person who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, that nothing in this Section 5.02(b6.07(b) shall prevent Seller Sellers or any of its their Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; Buyer or (ii) after one hundred eighty (180) 180 days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Seller acknowledges Sellers acknowledge that a breach or threatened breach of this Section 5.02 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 Sellers 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges Sellers acknowledge that the restrictions contained in this Section 5.02 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 covenant contained in this Section 5.02 6.07 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.07 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “"Restricted Period”"), Parent and Seller shall not, and shall not permit any of its Affiliates their respective direct or indirect subsidiaries to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business as of the Closing Date or during the two years prior to the Closing Date to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may (i) 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 Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person and (ii) refer third parties to Seller’s RPO clients to provide temporary/contingency information technology personnel staffing services; provided that such services are incidental to Seller’s provision of RPO services to such clients and billed at margins consistent with the business relationships (whether formed prior to or after the date past practice of this Agreement) between the Company and customers or suppliers of the CompanySeller. (b) During the Restricted Period, Parent and Seller shall not, and shall not permit any of its Affiliates to, their respective direct or indirect subsidiaries to directly or indirectly, hire or solicit any current person who is offered employment by Buyer pursuant to Section 6.02(a) or former employee of is or was employed in the Company Business during the Restricted Period, or encourage any such employee to leave the Company’s 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 nothing in this Section 5.02(b6.04(b) shall prevent Parent, Seller or any of its Affiliates their respective direct or indirect subsidiaries from hiring: hiring (i) any employee whose employment has been terminated by the Company; Buyer or (ii) after one hundred eighty (180) days year from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Parent and Seller acknowledges acknowledge that a breach or threatened breach of this Section 5.02 6.04 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 Parent or 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Parent and Seller acknowledges acknowledge that the restrictions contained in this Section 5.02 6.04 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 covenant contained in this Section 5.02 6.04 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.04 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on At all times following the Closing Date (the “Restricted Period”)Closing, Seller Parties shall not, and shall not permit any of its their Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere except as set forth in Schedule 6.04(a) of the Disclosure Schedules, cause, induce or encourage any material actual or prospective client, customer, vendor or licensor of the Business (including any existing or former client or customer of Seller Parties 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 relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date foregoing, Sellers may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if no Seller Party is a controlling Person of such Person, 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. Nothing in this Agreement) between the Company and customers Section 6.04 shall limit, restrict or suppliers of the Companyotherwise prohibit any Seller Parties from continuing to provide services to Regis Corporation or its customers, Franchisees, vendors or other third parties. (b) During the Restricted Period, Seller Parties shall not, and shall not permit any of its their Affiliates to, directly or indirectly, hire or solicit any current or former employee of the Company Offered Employee, or encourage any such employee to leave the Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Company.such (c) Seller acknowledges Parties acknowledge that a breach or threatened breach of this Section 5.02 6.04 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 Parties 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges Parties acknowledge that the restrictions contained in this Section 5.02 6.04 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 covenant contained in this Section 5.02 6.04 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.04 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on at the Closing Date Effective Time (the “"Restricted Period”"), Seller shall not, and shall not permit any Person that is an Affiliate of its Affiliates Seller as of the date hereof to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere cause, induce or encourage any 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 client or customer of the Business after the Closing), or any other Person who has a business relationship with the business relationships (whether formed prior Business, to terminate or after modify adversely any such actual or prospective relationship. Notwithstanding the date 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 Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. For the avoidance of doubt, Seller's performance of its obligations under the Transition Services Agreement will not be in violation of this Agreement) between Section 8.16(a). Notwithstanding the Company foregoing, Seller may provide mobile banking services to its customers during the Restricted Period, provided such mobile banking services do not utilize the technology and customers or suppliers of intellectual property being transferred to Buyer in the CompanyContemplated Transactions. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current Person who is offered employment by Buyer pursuant to Section 8.05(a) or former employee of is or was employed by Buyer or its Affiliates during the Company Restricted Period, or encourage any such employee to leave the Company’s 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 nothing in this Section 5.02(b8.16(b) shall prevent Seller or any of its Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; Buyer or (ii) after one hundred eighty (180) 180 days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Seller acknowledges that a breach or threatened breach of this Section 5.02 8.16 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 5.02 8.16 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 covenant contained in this Section 5.02 8.16 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 8.16 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on at the Closing Date Effective Time (the “"Restricted Period”"), Seller shall not, and shall not permit any Person that is an Affiliate of its Affiliates Seller as of the date hereof to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere cause, induce or encourage any 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 client or customer of the Business after the Closing), or any other Person who has a business relationship with the business relationships (whether formed prior Business, to terminate or after modify adversely any such actual or prospective relationship. Notwithstanding the date 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 Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. For the avoidance of doubt, Seller's performance of its obligations under the Transition Services Agreement will not be in violation of this Agreement) between Section 6.15(a). Notwithstanding the Company foregoing, Seller may provide mobile banking services to its customers during the Restricted Period, provided such mobile banking services do not utilize the technology and customers or suppliers of intellectual property being transferred to Buyer in the CompanyContemplated Transactions. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current Person who is offered employment by Buyer pursuant to Section 6.04(a) or former employee of is or was employed by Buyer or its Affiliates during the Company Restricted Period, or encourage any such employee to leave the Company’s 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 nothing in this Section 5.02(b6.15(b) shall prevent Seller or any of its Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; Buyer or (ii) after one hundred eighty (180) 180 days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Seller acknowledges that a breach or threatened breach of this Section 5.02 6.15 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 5.02 6.15 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 covenant contained in this Section 5.02 6.15 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.15 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.

Non-Competition; Non-Solicitation. (a) For Seller acknowledges the competitive nature of the medical device industry and accordingly agrees, in connection with the sale of the Purchased Assets, and in exchange for good and valuable consideration, that for a period of five (5) years commencing on the Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and waste fluid management industries business (the “Restricted Business”) in throughout the State of North Carolina world (the “Territory”); or (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisortrustee, or consultant; . Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange that is engaged in the Restricted Business if Seller is not a controlling Person of, or a shareholder of a group which controls such Person and does not, directly or indirectly, own five percent (iii5%) intentionally interfere with the business relationships (whether formed prior to percent or after the date more of this Agreement) between the Company and customers or suppliers any class of the Companysecurities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of Transitioned Employee during the Company Restricted Period, or encourage any employee Transitioned Employee to leave the Company’s such employment or hire any such Transitioned Employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, provided that nothing in this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee whose employment has been terminated without cause by the Company▇▇▇▇▇; or (ii) after one hundred eighty (180) days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Seller acknowledges 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 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 seek equitable relief, including a temporary restraining order, an injunction, or specific performance (without performance, and any requirement to post bond)other relief that may be available from a court of competent jurisdiction. (d) Seller acknowledges 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 covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.02 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) three years commencing on the Closing Date (the “Restricted Period”), Seller each of the Majority Stockholders shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, 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 Company, Parent or any other subsidiary of Parent and their respective customers or suppliers of the Companyand suppliers. (b) During the Restricted Period, Seller each of the Majority Stockholders shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of the Company Company, Parent or any other subsidiary of Parent or encourage any such employee to leave the Company’s employment, except pursuant to a general solicitation which is not directed specifically to such employment or hire any such employees; providedemployee who has left such employment. (c) During the Restricted Period, howevereach of the Majority Stockholders shall not, nothing in this Section 5.02(b) and shall prevent Seller or not permit any of its Affiliates from hiring: (i) to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any employee terminated by clients, potential clients, customers or potential customers of the Company; , Parent or (ii) after one hundred eighty (180) days from the date any other subsidiary of resignation, any employee that has resigned Parent for purposes of diverting their business or services from the Company. (cd) Seller Each of the Majority Stockholders acknowledges that a breach or threatened breach of this Section 5.02 10.14 would give rise to irreparable harm to BuyerParent, 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 Majority Stockholder, of any such obligations, Buyer Parent 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (de) Seller Each of the Majority Stockholders acknowledges that the restrictions restriction contained in this Section 5.02 10.14 are reasonable and necessary to protect the legitimate interests of Buyer Parent and constitute a material inducement to Buyer Parent to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.02 10.14 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.02 10.14 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 provision hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing beginning on the Closing Date until the date which is twenty-four (24) months after the “Restricted Period”)Closing Date, Seller shall the Sellers will not, and shall will cause its successors not permit any of its Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) in the State of North Carolina (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, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, or consultant; or (iii) intentionally interfere 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. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, that is engaged in, or otherwise competes with, the Business in the People’s Republic of China, the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ or in those other countries in which the Business is presently conducted and presently proposed to be conducted. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing may be inadequate and that the Purchaser, in addition to any other relief available to it, will be entitled to seek temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever. (b) For a period beginning on the Closing Date until the date which is twenty-four (24) months after the Closing Date, the Sellers will not without the written consent of Purchaser, directly or indirectly, for its own account or on behalf of any other Person, (i) hire or solicit any current or former person who is then an employee of the Company Purchaser or encourage any of its Affiliates, or induce or attempt to induce any employee to leave the Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller his or her employment with Purchaser or any of its Affiliates from hiring: (i) any employee terminated by the Company; or Affiliates, and (ii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former customer of each Seller or its Subsidiaries and any Person that becomes a client or customer of the Business after one hundred eighty (180the Closing) days from or any other Person who has a material business relationship with the date of resignationBusiness, to terminate or modify any employee that has resigned from the Companysuch actual or prospective relationship. (c) Seller acknowledges The Parties hereto agree that, if any court of competent jurisdiction determines that a breach specified time period, a specified geographical area, a specified business limitation or threatened breach any other relevant feature of this Section 5.02 would give rise 5.7 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is determined by such court to irreparable harm to Buyerbe reasonable, for which monetary damages would not be an adequate remedy, arbitrary 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 not against public policy may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, or specific performance (without any requirement to post bond)enforced against the applicable party. (d) Seller acknowledges 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 covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.02 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years one year commencing on the Closing Date (the “Restricted Period”), none of the Seller shall notor any Partner shall, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere cause, induce or encourage any material actual or prospective client, franchisee, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client, franchisee, or customer of the Business after the Closing), or any other Person who has a material business relationship with the business relationships Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller and the Partners may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller or such Partner 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 (whether formed prior to or after the date of this Agreementii) between the Company and customers or suppliers any of the CompanyPartners or their Affiliates may also operate a RE/MAX franchise pursuant to a Franchise Agreement or engage in the real estate business as a RE/MAX broker or RE/MAX agent. (b) During the Restricted Period90 days following Closing, none of the Seller shall notor any Partner shall, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer pursuant to Section 6.05(a) or former employee of is or was employed in the Company 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 an employee who Buyer terminated during the Company’s employmentRestricted Period), except (i) a person to whom Seller has paid severance under Section 6.05(b), or (ii) pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Company. (c) Seller acknowledges and each Partner acknowledge that a breach or threatened breach of this Section 5.02 6.08 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 and any Partner 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges and each Partner acknowledge that the restrictions contained in this Section 5.02 6.08 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 covenant contained in this Section 5.02 6.08 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.08 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.

Non-Competition; Non-Solicitation. (a) For a period of five two (52) years commencing on the Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere 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 client or customer of the Business after the Closing), or any other Person who has a material business relationship with the business relationships Business, 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 Person and does not, directly or indirectly, own five percent (whether formed prior to 5%) or after the date more of this Agreement) between the Company and customers or suppliers any class of the Companysecurities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer or former employee of is or was employed in the Company Business during the Restricted Period, or encourage any such employee to leave the Company’s 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 nothing in this Section 5.02(b6.07(b) shall prevent Seller or any of its Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; Buyer or (ii) after one hundred and eighty (180) days from the date of resignationtermination of employment, any employee that has resigned from the Companywho voluntarily terminates his or her own employment. (c) Seller acknowledges that a breach or threatened breach of this Section 5.02 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 5.02 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 covenant contained in this Section 5.02 6.07 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.07 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on following the Closing Date (the “Restricted Period”), the Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity business that is competitive with the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries Business (the a “Restricted Competitive Business”) in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted a Competitive Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere 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 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 relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date foregoing, the Seller may own, directly or indirectly, solely as an investment, securities of this Agreement) between any Person traded on any national securities exchange if the Company Seller is not a controlling Person of, or a member of a group which controls, such Person and customers does not, directly or suppliers indirectly, own 5% or more of the Companyany class of securities of such Person. (b) During the Restricted Period, the Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by the Purchaser or former employee an Affiliate of Purchaser or is or was employed in the Company Business during the Restricted Period, or encourage any such employee to leave the Company’s 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 nothing in this Section 5.02(b6.6(b) shall prevent the Seller or any of its Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; Purchaser or its Affiliates, or (ii) after one hundred eighty (180) 180 days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) The Seller acknowledges that a breach or threatened breach of this Section 5.02 6.6 would give rise to irreparable harm to Buyerthe 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 the Seller of any such obligations, Buyer the 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 equitable relief, including a temporary restraining order, an injunction, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) The Seller acknowledges that the restrictions contained in this Section 5.02 6.6 are reasonable and necessary to protect the legitimate interests of Buyer the Purchaser and constitute a material inducement to Buyer the Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.02 6.6 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 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. (e) The Purchaser and the Seller agree that in the event that the Purchaser and its Affiliates permanently cease to engage in the Business, the restrictions contained in this Section 6.6 shall become null and void.

Non-Competition; Non-Solicitation. (a) For The following provisions of this Section 7 shall only apply to the Optionee to the extent the Optionee is not subject to a non-compete or non-solicit agreement with the Company or its Affiliates. (b) The Optionee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During the term of employment of the Optionee with the Company and its Affiliates (“Employment Term”) and, for the longer of (A) the eighteen (18) month period of five following the date the Optionee ceases to be employed by the Company and its Affiliates or (5B) years commencing the period ending on the third anniversary of the Unit Purchase Closing Date (the “Restricted Period”), Seller shall the Optionee will not, and shall not permit whether on the Optionee’s own behalf or on behalf of or in conjunction with any of its Affiliates toPerson, directly or indirectly: (iI) engage in or assist others in engaging solicit any business related in any activity that is way to the same asbusiness of the Company and its Affiliates from any customer of the Company or any of its Affiliates or from any prospective customer of the Company or any of its Affiliates which the Optionee has reason to know was such a prospective customer during the Restricted Period, (II) request, induce or advise any such customer or prospective customer to withdraw, curtail adversely (to the Company or any of its Affiliates), modify or cancel any such business with the Company or any of its Affiliates or (III) contact, solicit, canvass or approach any Person who provides products or services to the Company or any of its Affiliates for the purpose of causing such Person to cease providing such products or services to the Company or any of its Affiliates, except, in each case to the extent required in order to carry out the Optionee’s duties and obligations to the Company. (ii) During the Employment Term and until the later of (A) the one (1) year anniversary of the date the Optionee ceases to be employed by the Company and its Affiliates or (B) the third anniversary of the Unit Purchase Closing Date, the Optionee will not directly or indirectly (I) work for or provide consulting, financial or other services to any of the Seller Member Representatives or MC Capital, Inc. or any of their respective Affiliates or (II) work for or provide consulting, financial or other services to, engage in, conduct, manage or operate, or similar toacquire or own any capital stock of or other equity interest in, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) any Person or business anywhere in the State world that competes with the business of North Carolina the Company and its Affiliates (including, without limitation, businesses which the Company or its Affiliates have specific plans to conduct in the future and of which the Optionee is aware) (a “TerritoryCompetitive Business”); (iiprovided that nothing in this Section 7(b)(ii) have shall be deemed to prohibit the acquisition or holding of not more than 1% of the shares or other securities of a publicly traded entity involved in a Competitive Business as long the Optionee is not an interest in any Person that engagesemployee, officer, director, consultant, independent contractor, or agent of, or otherwise providing services to, directly or indirectly, in such entity and is not a controlling person of, or a member of a group which controls, such entity and provided further, that the Restricted Business in the Territory in any capacity, including Optionee may continue to serve as a partnermember of the board of directors of (i) Global Brass & Copper, shareholderInc. and (ii) Chassis Brakes International Group, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, or consultant; or (iii) intentionally which are each portfolio companies of the Seller Member Representatives so long as such activities are reasonably limited in terms of the time commitment required and do not interfere with the business relationships (whether formed prior Optionee’s ability to or after the date of this Agreement) between the Company perform his duties and customers or suppliers of responsibilities at the Company. (biii) During the Restricted Period, Seller shall the Optionee will not, and shall not permit whether on the Optionee’s own behalf or on behalf of or in conjunction with any of its Affiliates toPerson, directly or indirectly, hire (A) employ, engage or solicit retain any current individual who is at the time an employee, consultant or former employee independent contractor of the Company or encourage any employee to leave of its Affiliates, or had been an employee, consultant or independent contractor of the Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller Company or any of its Affiliates from hiring: within six (i6) any employee terminated by months prior to the Company; last day of the Employment Term or (iiB) after one hundred eighty (180) days from solicit, induce or persuade in any way any such individual to terminate or modify his or her employment relationship with the date Company or any of resignation, any employee that has resigned from the Companyits Affiliates. (c) Seller acknowledges 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 Optionee 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, or specific performance (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained covenants set forth in this Section 5.02 7 are reasonable covenants under the circumstances, and further agrees that if in the opinion of any court of competent jurisdiction such restraint is 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 such court shall deem necessary to protect cause the legitimate interests provisions hereof (as modified) to be valid and enforceable and to enforce the remainder of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreementcovenants as so amended. In the event Optionee agrees that any breach of any covenant contained in this Section 5.02 should ever 7 would irreparably injure the Company. Accordingly, Optionee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, shall be adjudicated entitled to exceed the time, geographic, product a decree or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, then order of specific performance and an injunction against Optionee from any court is expressly empowered having jurisdiction over the matter, restraining any further violation of this Section 7 without proof of actual damages. (d) If the Optionee breaches any of the material provisions of this Section 7, any exercise, payment or delivery made pursuant to reform this Agreement during the two (2) year period prior to such covenant, and such covenant breach shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law or such Governmental Orderrescinded. The covenants contained Company shall notify the Optionee in this Section 5.02 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability writing of any such covenant rescission within one (1) year of the date it acquires actual knowledge of such breach. Within ten (10) days after receiving such a notice from the Company, the Optionee shall pay to the Company the amount of any gain realized or provision payment received as written a result of the exercise, payment or delivery pursuant to the Option. Such payment shall not invalidate be made either in cash or render unenforceable by returning to the remaining covenants Company the number of Shares that the Optionee received in connection with the rescinded exercise, payment 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 jurisdictiondelivery.

Non-Competition; Non-Solicitation. (a) For In order for Buyer to protect and preserve the going concern value and goodwill of the Business, and as a material inducement to Buyer to enter into this Agreement, for a period of five (5) years commencing on the Closing Date Date, none of RT Partners, RT Investors, D▇▇▇▇▇ ▇▇▇▇▇ or G▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Restricted PeriodParties”), Seller shall not, and shall not permit any of its Affiliates to) shall, directly or indirectly: indirectly (whether by itself, through an Affiliate or in partnership or conjunction with, or as a member, owner, consultant or agent of, any other Person): (i) engage undertake, participate, carry on or be engaged in, or have any financial or other interest in or assist others in engaging in any activity that is other manner advise or assist any other Person engaging in, Competing Business Activities within any geographic location in which any Acquired Companies manufactured or sold products at any time during the same as, or similar to, five (5) years prior to the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) in the State of North Carolina (the “Territory”); Closing Date; (ii) have an interest in solicit, entice, encourage or influence, or attempt to solicit, entice, encourage or influence, any Person that engages, directly or indirectly, in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractorconsultant or independent contractor of any Acquired Company (collectively, principal, agent, volunteer, intern, advisorthe “Specified Employees”) to resign or leave the employ of such Acquired Company, or consultantotherwise hire, employ, engage or contract with any Specified Employee to perform services other than for the benefit of any Acquired Company; or or (iii) intentionally interfere with the business relationships (whether formed prior solicit, entice, encourage or influence, or attempt to solicit, entice, encourage or after the date influence, any customer of this Agreement) between the any Acquired Company and customers or suppliers as of the CompanyClosing Date to alter, reduce or terminate its business relationship with any of the Acquired Companies. (b) During In order for Buyer to protect and preserve the Restricted Period, Seller shall notgoing concern value and goodwill of the Business, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of the Company or encourage any employee to leave the Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Company. (c) Seller acknowledges 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 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, or specific performance (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 5.02 are reasonable and necessary to protect the legitimate interests of Buyer and constitute as a material inducement to Buyer to enter into this Agreement Agreement, for a period of five (5) years commencing on the Closing Date, neither RT Partners nor RT Investors shall, directly or indirectly (whether by itself, through an Affiliate or in partnership or conjunction with, or as a member, owner, consultant or agent of, any other Person), acquire or invest in the companies set forth on Schedule 7.3(b) or the businesses operated thereby as of the date hereof. (c) Notwithstanding the foregoing, (i) nothing in Section 7.3(a) or Section 7.3(b) shall preclude, prohibit or restrict any Restricted Party or any of its Affiliates from (A) advertising job openings by use of newspapers, magazines, the Internet and consummate other media not directed at individual Specified Employees, (B) hiring or soliciting any Specified Employee who has terminated employment with an Acquired Company, so long as such termination took effect at least six (6) months prior to the transactions contemplated date of such hiring or solicitation and there was no solicitation by such Restricted Party or any of its Affiliates prior to the expiration of such six (6)-month period (other than that permitted by clause (A) of the foregoing), or (C) holding a passive investment of not more than five percent (5%) of the outstanding securities of any class of any securities of a company that is engaged in Competing Business Activities (whether publicly traded or privately held), and (ii) nothing in Section 7.3(a) shall preclude, prohibit or restrict any Restricted Party or any of its Affiliates from acquiring, and following such acquisition, actively engaging in any business that has a subsidiary, division, group, franchise or segment that is engaged in Competing Business Activities (an “Acquired Business”), so long as for the most recent fiscal year ending prior to the date of such acquisition, the revenues derived from the Competing Business Activities were less than five percent (5%) of the total consolidated revenues of such Acquired Business. (d) Notwithstanding anything to the contrary set forth in this Agreement. In , in the event of a breach of any of the provisions of Section 7.3(a) or Section 7.3(b) (the “Restrictive Covenants”) by any Restricted Party: (i) Buyer 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 bond; it being understood and agreed that any covenant contained breach of any of the Restrictive Covenants would cause irreparable and material Losses to Buyer and its Affiliates, the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates will have any adequate remedy at law or in this Section 5.02 should ever damages; and (ii) it is the desire and intent of Buyer and the Restricted Parties that the Restrictive Covenants be enforced to the fullest extent permissible under applicable Requirements of Law, Orders and public policies applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to exceed the timebe invalid or unenforceable, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, then any court is expressly empowered to reform such covenant, and such covenant Restrictive Covenant shall be deemed reformed, in such jurisdiction amended to the maximum timeextent necessary in order that such provision be valid and enforceable, geographic, product or service, or other limitations permitted by applicable Law or the remainder of such Governmental Order. The covenants contained in this Section 5.02 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written Restrictive Covenant shall not invalidate or render unenforceable thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the remaining covenants or provisions hereof, and any operation of the Restrictive Covenant in the particular jurisdiction in which such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdictionadjudication is made.

Non-Competition; Non-Solicitation. (a) For a period of five three (53) years commencing on the Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere 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 client or customer of the Business after the Closing), or any other Person who has a material business relationship with the business relationships Business, 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 Person and does not, directly or indirectly, own more than five percent (whether formed prior to or after the date 5%) of this Agreement) between the Company and customers or suppliers any class of the Companysecurities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer pursuant to Section 6.05(a) or former employee of is or was employed in the Company Business during the Restricted Period, or encourage any such employee to leave the Company’s 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 nothing in this Section 5.02(b6.07(b) shall prevent Seller or any of its Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; Buyer or (ii) after one hundred eighty (180) days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Seller acknowledges that a breach or threatened breach of this Section 5.02 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 5.02 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 covenant contained in this Section 5.02 6.07 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.07 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.

Non-Competition; Non-Solicitation. (a) For a period of five three (53) years commencing on the Closing Date (the “Restricted Period”), Seller and Owner shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere cause, induce or encourage any material actual 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 the Closing), or any other Person who has a material business relationship with the business relationships Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller and Owner may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller or Owner, as applicable is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (whether formed prior to 5%) or after the date more of this Agreement) between the Company and customers or suppliers any class of the Companysecurities of such Person. (b) During the Restricted Period, Seller shall not, and Owner shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current Person who is offered employment by Purchaser pursuant to Section 10.5(b) or former employee of is or was employed in the Company Business during the Restricted Period, or encourage any such employee to leave the Company’s 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 nothing in this Section 5.02(b10.8(b) shall prevent Seller or any of its Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; Purchaser or an Affiliate thereof or (ii) after one hundred eighty (180) 180 days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Each of Seller and Owner acknowledges that a breach or threatened breach of this Section 5.02 10.8 would give rise to irreparable harm to BuyerPurchaser, for which monetary damages Damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Seller or Owner of any such obligations, Buyer 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 equitable relief, including a temporary restraining order, an injunction, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Each of Seller and Owner acknowledges that the restrictions contained in this Section 5.02 10.8 are reasonable and necessary to protect the legitimate interests of Buyer Purchaser and constitute a material inducement to Buyer Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.02 10.8 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law Legal Requirement in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLegal Requirement. The covenants contained in this Section 5.02 10.8 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.

Non-Competition; Non-Solicitation. (a) For a period of five twenty-four (524) years commencing on months from the Closing Date (Date, each of the “Restricted Period”), Seller shall Executive Stockholders agrees that he will not, and shall not permit any of its Affiliates to, directly or indirectly: : (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, directly or indirectly, in the Restricted Business in the Territory in any capacitywhether as an employee, including as a consultant, owner, partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteerco-venturer or otherwise (other than as the holder of not more than one percent of the combined voting power of the outstanding stock of a publicly held company), internengage, advisorparticipate or invest in any business activity anywhere in North America which develops, manufactures or consultantmarkets products or performs services which relate to the providing of Internet access, web or application hosting services, web site development services or line provisioning; or (ii) entice, induce or encourage any of the present or former employees of Vector or employees of DSL to engage in any activity which, were it done by him or her, would violate any provision of this Section 9.1; (iii) intentionally solicit the business of DSL's customers, attempt to influence such customers to divert their business to any competitor of DSL, or otherwise attempt to interfere with or disrupt DSL in the operation of its business relationships or any other activity; or (whether formed prior iv) directly or indirectly recruit, solicit or hire any employee of DSL, or induce or attempt to induce any employee of DSL to terminate his/her employment with, or after the date of this Agreement) between the Company and customers or suppliers of the Companyotherwise cease his/her relationship with DSL. (b) During Each of the Restricted Period, Seller shall notExecutive Stockholders acknowledges that a remedy at law for any breach or threatened breach of the provisions of this Section 9.1 would be inadequate, and each therefore agrees that DSL shall not permit any be entitled to injunctive relief in case of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of the Company or encourage any employee to leave the Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller breach or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Companythreatened breach. (c) Seller acknowledges that a breach or threatened breach Each of this Section 5.02 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, the Executive Stockholders agrees 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, or specific performance (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 5.02 9.1 are reasonable in scope and duration and are necessary to protect DSL after the legitimate interests closing. If any one or more 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 covenant provisions contained in this Section 5.02 should ever 9.1 shall for any reason be adjudicated held to exceed be excessively broad as to duration, geographical scope, activity or subject, the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, then any parties expressly agree that a court is expressly empowered may rewrite and modify such provisions so as to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction enforceable to the maximum time, geographic, product or service, or other limitations permitted by fullest extent compatible with the applicable Law or such Governmental Order. The covenants contained in this Section 5.02 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision law as written it 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 jurisdictionthen appear.

Non-Competition; Non-Solicitation. (a) 5.6.1 For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), no Seller shall notParty shall, and no Seller Party shall not permit any of its Affiliates to, directly or indirectly: , within the Non-Competition Territory, (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Competing Business”) in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Competing Business in the Territory in any capacity, including as a partner, shareholder, director, officerstockholder, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere with cause, induce or encourage any material actual or prospective client, or customer, of the business relationships Business (whether formed prior to including any existing or former client or customer of Seller and any Person that becomes a client or customer of Buyer after the date Closing) to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, a Seller Party may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if such Seller Party 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. Notwithstanding the foregoing, a Seller Party performing its obligations under any customer contracts that are Excluded Assets in accordance with and during the term of the TSA shall not constitute a breach of this Agreement) between the Company and customers or suppliers of the CompanySection 5.6.1. (b) 5.6.2 During the Restricted Period, no Seller shall notParty shall, and no Seller Party shall not permit any of its Affiliates to, directly or indirectly, within the Territory, cause, induce or encourage any material actual or prospective supplier, vendor or licensor of the Business or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. 5.6.3 During the Restricted Period, no Seller Party shall, and no Seller Party shall permit any of its Affiliates to, directly or indirectly, within the Territory, hire or solicit any current person who is employed in the Business or former employee of is engaged as a consultant by the Company Business during the Restricted Period, or encourage any such employee or consultant to leave the Company’s employmentsuch employment or engagement, except pursuant to a general solicitation which is not directed specifically to any such employeesemployees or consultants; provided, however, that nothing in this Section 5.02(b) 5.6.3 shall prevent a Seller Party or any of its their respective Affiliates from hiring: hiring any employee or consultant (i) any employee terminated by the Company; who responds to such a general solicitation or (ii) after one hundred eighty whose employment or engagement with Buyer or its Affiliate has been terminated by Buyer or any Affiliate, as applicable (180) days from the date of resignationit being understood that this proviso shall be subject to any restrictive covenant obligations pursuant to an agreement between Buyer or any Affiliate, any as applicable, and such employee that has resigned from the Companyor consultant). (c) 5.6.4 The Seller acknowledges Parties acknowledge that a breach or threatened breach of this Section 5.02 5.6 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 a Seller Party 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) 5.6.5 The Seller acknowledges Parties acknowledge that the restrictions contained in this Section 5.02 5.6 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 covenant contained in this Section 5.02 5.6 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 5.6 and each provision hereof are severable and distinct covenants and provisions. Notwithstanding anything herein, in the event of any breach by a Seller Party of the covenants set forth in this Section 5.6, the Restricted Period shall be extended by the period of the duration of such breach. 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.

Non-Competition; Non-Solicitation. (a) For a period of five two (52) years commencing on following the Closing Date (the “Restricted Period”)Term, Seller Executive shall not, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) in the State of North Carolina (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, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, or consultant; or (iii) intentionally interfere 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. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of the Company or encourage any employee to leave the Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller or any service of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty own any interest in any Self-Storage Property (180other than: (x) any permissible interest acquired while the Executive was employed by the Company; or (y) any interest that is expressly permitted by the Company) as partner, shareholder or otherwise; or directly or indirectly, for his own account or for the account of others, either as an officer, director, promoter, employee, consultant, advisor, agent, manager, or in any other capacity, engage in the Self-Storage Business. (b) The non solicitation provision shall apply to any Company employee during the period of such Employee's employment and for a period of thirty (30) days from the date after such Employee's termination of resignation, any employee that has resigned from employment with the Company. (c) Seller acknowledges The Executive agrees that a breach or threatened breach damages at law for violation of this Section 5.02 would give rise to irreparable harm to Buyer, for which monetary damages the restrictive covenant contained herein would not be an adequate remedyor proper remedy to the Company, and hereby agrees that should the Executive violate or threaten to violate any of the provisions of such covenant, the Company, its successors or assigns, shall be entitled to obtain a temporary or permanent injunction, as appropriate, against the Executive in any court having jurisdiction over the event of a breach or a threatened breach by Seller person and the subject matter, prohibiting any further violation of any such obligations, Buyer shall, covenants. The injunctive relief provided herein shall be in addition to any and all other rights and remedies that may be available to it in respect award of damages, compensatory, exemplary or otherwise, payable by reason of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, or specific performance (without any requirement to post bond)violation. (d) Seller The Executive acknowledges that this Agreement has been negotiated at arm's length by the restrictions parties, neither being under any compulsion to enter into this Agreement, and that the foregoing restrictive covenant does not in any respect inhibit his ability to earn a livelihood in his chosen profession without violating the restrictive covenant contained in this Section 5.02 are reasonable and herein. The Company by these presents has attempted to limit the Executive's right to compete only to the extent necessary to protect the legitimate interests Company from unfair competition. The Company recognizes, however, that reasonable people may differ in making such a determination. Consequently, the Company agrees that if the scope or enforceability 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 restricted covenant contained herein is in this Section 5.02 should ever any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it believes to be adjudicated to exceed reasonable under the circumstances existing at the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.02 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.

Non-Competition; Non-Solicitation. (a) For a During the period beginning on the Closing Date and ending on the third anniversary of five (5) years commencing on the Closing Date (the “Restricted Period”), Seller shall not, and shall not permit neither the Sellers nor any of its their respective Affiliates towill own, directly manage, operate, control or indirectly: participate in the ownership, management, operation or control of any Protected Business Line in the Territory; provided that nothing in this Agreement shall prohibit the Sellers or their respective Affiliates from (i) engage in acquiring or assist others in engaging in any activity that is the same as, holding shares of capital stock or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) in the State of North Carolina (the “Territory”); (ii) have an a partnership or other equity interest in any Person that engages, directly or indirectly, engages in the Restricted a Protected Business Line in the Territory where such shares or interest represent no more than 10% of the outstanding voting power in such Person; (ii) acquiring (whether by merger, consolidation, stock or asset purchase or other similar transaction) all or substantially all of the business of any capacityPerson whose principal business is not a Protected Business Line but that engages in a Protected Business Line within the Territory; provided, including as however, if the portion of such Person’s that is then 50 operating in a partnerProtected Business Line within the Territory represents in excess of 10% such Person’s business (on a combined basis, shareholderif applicable), director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, the Sellers or consultanttheir respective Affiliates shall use commercially reasonable efforts to sell such portion of the business within 24 months after such acquisition; (iii) owning or operating any Active Business Line; or (iiiiv) intentionally interfere with the business relationships (whether formed prior to marketing or after the date of this Agreement) between the Company and customers selling its own products or suppliers of the Companyservices that are not within a Protected Business Line. (b) During the Restricted Period, Seller shall not, and shall not permit neither the Sellers nor any of its their respective Affiliates to, directly or indirectly, hire or solicit any current or former employee of the Company or encourage any employee to leave the Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: will (i) solicit or attempt to solicit Persons who are customers of any employee terminated by Acquired Company Member at the CompanyClosing to be customers of any Protected Business Line; or (ii) after one hundred eighty (180) days from the date of resignationsolicit or induce, or attempt to solicit or induce, any employee that has resigned from the Company. (c) Seller acknowledges that a breach employee, consultant, adviser 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 agrees that in the event of a breach or a threatened breach by Seller independent contractor of any such obligations, Buyer shall, in addition Acquired Company Member at the Closing 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 injunctionleave the employ of, or specific performance cease providing services to, the Buyer or its Affiliates (without including any requirement to post bondBuyer Designee) (except for any general solicitation through any general advertising medium). (d) Seller acknowledges 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 covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.02 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.;

Non-Competition; Non-Solicitation. (a) For a During the eighteen (18)-month period of five (5) years commencing on immediately following the Closing Date (Date, the “Restricted Period”), Seller shall will not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in any Competing Business or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) in the State of North Carolina (the “Territory”); (ii) have an interest own, manage, operate or control (or participate in the ownership, management, operation or control of), be employed by, provide financing to, consult with or otherwise render services to any Person who is engaged in any Competing Business, or attempt to do so; provided that nothing in this Section 7.7(a) shall prevent the purchase or ownership by the Seller or its Affiliates of equity securities of a Competing Business that constitute less than 5% of the outstanding equity securities of such Competing Business. (b) The Seller covenants and agrees that during the six (6)-month period immediately following the Closing Date, the Seller will not assist any other Person that engagesto, in each case, directly or indirectly, in the Restricted Business in the Territory (i) hire or engage in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisorcapacity any employee of any Group Company that was an employee of any Group Company at any time within the immediately preceding twelve (12) months of the Closing Date, or consultant(ii) solicit, entice or induce any employee of any Group Company to terminate his or her employment with any Group Company; or (iii) intentionally interfere with provided, that the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers foregoing will not be violated by general employment solicitations that are not specifically directed at employees of the CompanyGroup Companies. (bc) During Each of the Restricted PeriodSeller and the Buyer agree that, Seller shall from and after the Closing Date, it will not, and shall not permit in any of its Affiliates toway, either directly or indirectly, hire or solicit intentionally disparage the other party, any current or former employee of the Company other party’s Affiliates or encourage any employee to leave of their respective businesses, products, services, management, business practices, officers, directors, managers, employees or agents in any way that could adversely affect the Companygoodwill, reputation or business relationships of the other party or any of the other party’s employment, except pursuant to a general solicitation which is not directed specifically to any such employeesAffiliates; provided, however, nothing that the forgoing will not restrict any Person’s truthful cooperation or testimony in this Section 5.02(b) shall prevent Seller connection with any investigation or any of its Affiliates from hiring: (i) any employee terminated inquiry by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Company. (c) Seller acknowledges 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 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, or specific performance (without any requirement to post bond)Governmental Authority. (d) The Seller acknowledges the highly competitive nature of the Group Companies and acknowledges that the duration, geographical scope and subject matter of the | restrictions contained in this Section 5.02 7.7 are reasonable and necessary to protect the goodwill, business relationships, legitimate business interests and Confidential Information of Buyer the Group Companies. The parties recognize that the Laws and constitute a material inducement public policies of various jurisdictions may differ as to Buyer the validity and enforceability of covenants similar to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained those set forth in this Section 5.02 should ever 7.7. If at the time of enforcement of any provision of this Section 7.7 a court of competent jurisdiction holds that the restrictions set forth herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area permitted by the applicable Laws of such jurisdiction will be adjudicated substituted for the stated period, scope or geographical area and that such court will be allowed to, and is hereby requested to, revise the restrictions contained herein to exceed cover the timemaximum period, geographicscope and geographical area permitted by Law; provided, product or servicethat if any such restriction cannot be, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderis not, so revised, then any court is expressly empowered to reform such covenant, and such covenant shall restriction will be deemed reformed, ineffective in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law or such Governmental Order. The covenants contained in minimum extent necessary to make the remainder of this Section 5.02 7.7 enforceable in such jurisdiction and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall will 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 affect any other jurisdictionprovision of this Agreement.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), neither Seller shall notnor Shareholder, and none of them shall not permit any of its their respective Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere 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 client or customer of the Business after the Closing), or any other Person who has a material business relationship with the business relationships Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, (whether formed prior A) Seller or Shareholder may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if such Seller or Shareholder 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 (B) the Seller and the Shareholder shall be permitted to or after the date of this Agreement) between the Company provide design consulting services to clients and customers or suppliers of the CompanyBusiness. (b) During the Restricted Period, neither Seller shall notnor Shareholder shall, and none of them shall not permit any of its their respective Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer pursuant to Section 6.05(a) or former employee of is or was employed in the Company Business during the Restricted Period, or encourage any such employee to leave the Company’s 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 nothing in this Section 5.02(b6.07(b) shall prevent Seller Seller, Shareholder, or any of its their respective Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; Buyer or (ii) after one hundred eighty (180) 180 days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Each of Seller and Shareholder hereby acknowledges that a breach or threatened breach of this Section 5.02 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 or Shareholder 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Each of Seller and each Shareholder acknowledges that the restrictions contained in this Section 5.02 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 covenant contained in this Section 5.02 6.07 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.07 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.

Non-Competition; Non-Solicitation. (a) For a the period of five (5) years 36 months commencing on the Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere 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 client or customer of the Business after the Closing Date), or any other Person who has a material business relationship with the business relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date foregoing, Seller may own, directly or indirectly, solely as an investment, securities of this Agreement) between the Company 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 Person and customers does not, directly or suppliers indirectly, own five percent or more of the Companyany class of securities of such Person. In addition, nothing contained herein shall preclude Seller from selling or otherwise disposing of obsolete inventory. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer or former employee of is or was employed in the Company Business during the Restricted Period, or encourage any such employee to leave the Company’s 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 nothing in this Section 5.02(b6.1(b) shall prevent Seller or any of its Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; Buyer or (ii) after one hundred eighty (180) 180 days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) If Seller acknowledges breaches, or threatens to commit a breach of, any of the provisions of this Section 6.1(c), Buyer 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 Buyer under law or in equity: (i) the right and remedy to have such provision specifically enforced by any court having jurisdiction, it being acknowledged and agreed that a any such breach or threatened breach may cause irreparable injury to Buyer and that money damages may not provide an adequate remedy to Buyer; and (ii) the right and remedy to recover from the Seller all monetary damages suffered by Buyer as the result of any acts or omissions constituting a 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 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, or specific performance (without any requirement to post bond)6.1. (diii) Seller acknowledges that the restrictions contained in this Section 5.02 6.1 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 covenant contained in this Section 5.02 6.1 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.1 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.

Non-Competition; Non-Solicitation. (a) For a During the three (3) year period of five (5) years commencing on immediately following the Closing Date (the “Restricted Noncompete Period”), Seller each Restricted Party shall not, and shall not cause or permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business anywhere in the State of North Carolina (the “Territory”)world; (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere 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 client or customer of the Business after the Closing), or any other Person who has a material business relationship with the business relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date foregoing, each Restricted Party may own, directly or indirectly, solely as an investment, securities of this Agreement) between the Company any Person traded on any national securities exchange if such Restricted Party is not a controlling Person of, or a member of a group that controls, such Person and customers does not, directly or suppliers indirectly, own 5% or more of the Companyany class of securities of such Person. (b) During the two (2) year period immediately following the Closing Date (the “Nonsolicit Period” and collectively with the Noncompete Period, the “Restricted Period”), Seller the Restricted Parties shall not, and shall not cause or permit any of its their respective Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer pursuant to Section 6.04(a) or former employee of is or was employed in the Company Business during the Nonsolicit Period, or encourage any such employee to leave the Company’s such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which that is not directed specifically to any such employees; provided, however, that nothing in this Section 5.02(b6.06(b) shall prevent Seller the Restricted Parties or any of its their respective Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; Buyer or (ii) after one hundred eighty (180) 180 days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) The parties acknowledge that ▇▇▇▇▇▇ is President/CEO of Patina Solutions Group Inc. (“Patina”), which provides executive-level consulting, interim executives and executive search solutions. As such, Patina is an Affiliate of ▇▇▇▇▇▇ and accordingly, while this Agreement is not directly binding on Patina, ▇▇▇▇▇▇ may be liable to Buyer for certain actions of Patina so long as Patina is an Affiliate of ▇▇▇▇▇▇. In addition, Patina may now or in the future provide services to current or future customers of Seller acknowledges that are not competitive with services currently provided by Seller. The Parties acknowledge and agree that (i) ▇▇▇▇▇▇ will have no liability to Buyer with respect to the restrictions contained herein with respect to Executive Search services provided by Patina; and (ii) ▇▇▇▇▇▇ will only be deemed to have breached the restrictions of this Section 6.06 with respect to the activities of Patina if (A) Patina, while an Affiliate of ▇▇▇▇▇▇, provides hourly project-based contract recruiting services to Seller Clients or (B) ▇▇▇▇▇▇ actively assists Patina in offering services (other than Executive Search) that are directly competitive with those currently offered by Seller to any Seller Client or in soliciting any current Seller employee for employment by Patina. Without limiting the generality of the foregoing, the parties further agree that Section 6.06(b) shall not prevent Patina or ▇▇▇▇▇▇ from hiring or soliciting ▇▇▇▇▇▇▇ Block for employment unless she is employed by Buyer at the time of such solicitation. (d) The Restricted Parties acknowledge that a breach or threatened breach of this Section 5.02 6.06 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees agree that in the event of a breach or a threatened breach by Seller any Restricted Party 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 seek equitable relief, including a temporary restraining order, an injunction, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (de) Seller acknowledges The Restricted Parties acknowledge that the restrictions contained in this Section 5.02 6.06 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 covenant contained in this Section 5.02 6.06 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.06 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.

Non-Competition; Non-Solicitation. (a) For a period of five four (54) years commencing on the Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of cause its Affiliates not to, directly or indirectly: , in the Territory, (i) engage in or assist others in engaging in any activity business that is the same assells, markets, distributes, services or supports Acumatica cloud ERP products and/or services, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engagessells, directly markets, distributes, services or indirectlysupports Acumatica cloud ERP products and/or services, in the Restricted Business in the Territory each case in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere 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. (b) During For a period of five (5) years commencing on the Restricted PeriodClosing Date , neither Seller shall not, and shall not permit nor any of its Affiliates to, may directly or indirectly, indirectly hire or solicit any current or former employee of Buyer directly or indirectly engaged in the Company Business, or encourage any such employee to leave the Company’s employmentsuch employment or hire any such employee who has left such employment within six (6) months of such termination date, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Company. (c) For a period of five (5) years commencing on the Closing Date , neither Seller nor any of its Affiliates may cause, induce or encourage any client, customer, supplier or licensor of the Business (including any existing or former client, customer, supplier or licensor of Seller and any Person that becomes a client, customer, supplier or licensor of the Business after the Closing), or any other Person who has a business relationship with the Business, to terminate or modify any such relationship. (d) Seller acknowledges that the restrictive covenants in this Section 6.03 are reasonable and are necessary to protect and preserve the value of the Purchased Assets and to prevent any unfair advantage being conferred on Seller. If any of the restrictive covenants set forth herein are held to be unreasonable, arbitrary, or against public policy, the Restricted Period will be deemed to be the longest period permissible by law under the circumstances and the restrictive geographical area herein will be deemed to comprise the largest territory permissible by law under the circumstances. In the event of a breach of any covenant set forth herein, the Restricted Period will be extended by the period of the duration of such breach. (e) Seller acknowledges that a material breach or threatened material breach of this Section 5.02 6.03 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 material breach or a threatened material 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 material breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges 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 covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.02 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written Seller shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any unreasonably object to Buyer’s request for such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdictionequitable relief.

Non-Competition; Non-Solicitation. (a) For a period of five three (53) years commencing on the Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere 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 client or customer of the Business after the Closing), or any other Person who has a material business relationship with the business relationships Business, 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 Person and does not, directly or indirectly, own five percent (whether formed prior to 5%) or after the date more of this Agreement) between the Company and customers or suppliers any class of the Companysecurities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer pursuant to Section 6.05(a) or former employee of is or was employed in the Company Business during the Restricted Period, or encourage any such employee to leave the Company’s 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, nothing in this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Company. (c) Seller acknowledges that a breach or threatened breach of this Section 5.02 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 5.02 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 covenant contained in this Section 5.02 6.07 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.07 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.

Non-Competition; Non-Solicitation. (a) For The Parties acknowledge the competitive nature of the Business and accordingly agree, in connection with the sale of the Purchased Assets, including the goodwill of the Business, which the Parties consider to be a valuable asset, and in exchange for good and valuable consideration, that for a period of five (5) years commencing on the Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same asbusiness of designing, manufacturing, marketing or similar to, the Company’s business, including without limitation staffing and recruitment services distributing radar speed detection products for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) in the State of North Carolina worldwide (the “Territory”)) Restricted Business; (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisortrustee, or consultant; or (iii) intentionally interfere cause, induce, or encourage any material actual or prospective client, customer, supplier, or licensor of the Restricted Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Restricted Business after the Closing), or any other Person who has a material business relationship with the business relationships (whether formed prior Restricted Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date of this Agreement) between the Company and customers or suppliers of the Company. (b) During the Restricted Periodforegoing, Seller shall not, and shall not permit any of its Affiliates tomay own, directly or indirectly, hire or solicit solely as an investment, securities of any current or former employee of the Company or encourage Person traded on any employee to leave the Company’s employment, except pursuant to a general solicitation which national securities exchange if Seller is not directed specifically to a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities of such employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the CompanyPerson. (cb) Seller acknowledges 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 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, or specific performance performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (dc) Seller acknowledges 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 covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.02 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”)Date, no Seller shall, and no Seller shall not, and shall not permit any member of its Affiliates the Seller Group to, directly or indirectly: , (i) engage in or assist others in engaging in any activity a business that is competes, directly or indirectly, with the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries Business (the “Restricted Business”) in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of or to the Business, or any other Person who has a material business relationship with the business relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date of this Agreement) between the Company and customers foregoing, any Seller or suppliers other member of the CompanySeller Group 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 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) During The Sellers agree, to the Restricted Periodmaximum extent not violative of applicable Law or Governmental Order, Seller that for a period of five years following the Closing Date, the Sellers shall not, and shall cause the other members of the Seller Group not permit any of its Affiliates to, directly or indirectly, solicit for employment or hire or solicit any current or former individual who was an employee of the Company Business at, or encourage at any employee to leave time within the Company’s employmentsix-month period prior to, except pursuant to a general solicitation which is not directed specifically to any such employeesthe time of the act of solicitation; provided, however, nothing in that general solicitations, such as through newspaper advertisements, not directed at any Business Employees, will not be deemed to violate this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Company4.7(b). (c) Each Seller acknowledges that a breach or threatened breach of this Section 5.02 4.7 would give rise to irreparable harm to the 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 such 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Each Seller agrees that it shall not undertake, and shall cause each other member of the Seller Group to not undertake, any harassing or disparaging conduct directed at the Buyer or its Affiliates or about the Business, and each Seller shall, and shall cause each other members of the Seller Group to, refrain from making any negative or derogatory statements concerning the Buyer or its Affiliates or the Business. (e) Each Seller acknowledges that the restrictions contained in this Section 5.02 4.7 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 AgreementTransaction. In the event that any covenant contained in this Section 5.02 4.7 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental Order. The covenants contained in this Section 5.02 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 jurisdictionLaw.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “"Restricted Period”"), Seller and EcoArk shall not, and shall not permit any of its their Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere 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 client or customer of the Business after the Closing), or any other Person who has a material business relationship with the business relationships (whether formed prior Business, to terminate or after the date of this Agreement) between the Company and customers modify any such actual or suppliers of the Companyprospective relationship. (b) During the Restricted Period, Seller and EcoArk shall not, and shall not permit any of its their Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer pursuant to Section 6.04(a) or former employee of is or was employed in the Company Business during the Restricted Period, or encourage any such employee to leave the Company’s 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 nothing in this Section 5.02(b6.05(b) shall prevent Seller Seller, EcoArk, or any of its their Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; Buyer or (ii) after one hundred eighty (180) 180 days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Seller acknowledges and EcoArk acknowledge that a breach or threatened breach of this Section 5.02 6.05 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees agree that in the event of a breach or a threatened breach by Seller or EcoArk 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges and EcoArk acknowledge that the restrictions contained in this Section 5.02 6.05 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 covenant contained in this Section 5.02 6.05 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.05 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) two years commencing on the Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere 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 client or customer of the Business after the Closing), or any other Person who has a material business relationship with the business relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date foregoing, Seller may own, directly or indirectly, solely as an investment, securities of this Agreement) between the Company 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 Person and customers does not, directly or suppliers indirectly, own 5% or more of the Companyany class of securities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer pursuant to Section 6.05(a) or former employee of is or was employed in the Company Business during the Restricted Period, or encourage any such employee to leave the Company’s 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 nothing in this Section 5.02(b6.07(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee whose employment has been terminated by the CompanyBuyer; or (ii) after one hundred eighty (180) 180 days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Seller acknowledges that a breach or threatened breach of this Section 5.02 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 5.02 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 covenant contained in this Section 5.02 6.07 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.07 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “"Restricted Period”"), Seller Vendor shall not, and shall not permit any of its Affiliates ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere 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 Vendor 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 relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date foregoing, Vendor may own, directly or indirectly, solely as an investment, securities of this Agreement) between the Company any Person traded on any stock exchange if Vendor is not a controlling Person of, or a member of a group which controls, such Person and customers does not, directly or suppliers indirectly, own 5% or more of the Companyany class of securities of such Person. (b) During the Restricted Period, Seller Vendor shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current Person who is offered employment by Purchaser under Error! Reference source not found. or former employee of is or was employed in the Company Business during the Restricted Period, or encourage any such employee to leave the Company’s such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which that is not directed specifically to any such employees; provided, however, provided that nothing in this Section 5.02(b6.08(b) shall prevent Seller Vendor or any of its Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; Purchaser or (ii) after one hundred eighty (180) 180 days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Seller During the Restricted Period, Vendor shall not, and shall not permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the Business or potential clients or customers of the Business for purposes of diverting their business or services from Purchaser. (d) Vendor acknowledges that a breach or threatened breach of this Section 5.02 6.08 would give rise to irreparable harm to BuyerPurchaser, for which monetary damages would not be an adequate remedy, and hereby agrees that that, in the event of a breach or a threatened breach by Seller Vendor of any such obligations, Buyer 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 equitable relief, including a temporary restraining order, an interim or permanent injunction, or specific performance and any other relief that may be available from a court of competent equitable jurisdiction (without any requirement to post bondbond or other security). (de) Seller Vendor acknowledges that the restrictions contained in this Section 5.02 6.08 are reasonable and necessary to protect the legitimate interests of Buyer Purchaser and constitute a material inducement to Buyer Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.02 6.08 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.

Non-Competition; Non-Solicitation. (a) For a period of five one (51) years year commencing on the Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of its Affiliates tono Key Employee shall, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere cause, induce or encourage any actual or prospective client, franchisee, customer, supplier or licensor of the Business (including any existing or former client, franchisee, or customer of any Seller and any Person that becomes a client, franchisee, or customer of the Business after the Closing), or any other Person who has a business relationship with the business relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date foregoing, each Key Employee may own, directly or indirectly, solely as an investment, securities of this Agreement) between the Company any Person traded on any national securities exchange if such Key Employee is not a controlling Person of, or a member of a group which controls, such Person and customers does not, directly or suppliers indirectly, own 1% or more of the Companyany class of securities of such Person. (b) During the Restricted Period, Seller shall notno Key Employee shall, and no such Key Employee shall not permit any of its their Affiliates to, directly or indirectly, hire or solicit any current person who is or former employee of was employed in the Company Business during the Restricted Period, or encourage any such employee to leave the Company’s 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, nothing in this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Company. (c) Seller Each Key Employee acknowledges that a breach or threatened breach of this Section 5.02 6.08 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 any Key Employee 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller Each Key Employee acknowledges that the restrictions contained in this Section 5.02 6.08 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer Buyer, each Seller, and Stockholder to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.02 6.08 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.08 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. (e) Each Key Employee acknowledges and agrees that such Person will receive from a Seller, on or after the Closing Date, a direct economic benefit in the form of a transaction bonus related to and as a result of the Closing of the transactions contemplated herein. Each Seller and Stockholder acknowledges and agrees that on or after the Closing Date, one or more of the Sellers shall pay such direct economic benefit to each Key Employee.

Non-Competition; Non-Solicitation. (a) For a Executive agrees that during the period of five (5) years commencing his employment with Company and ending on the Closing Date (one-year anniversary of the “Restricted Period”)termination of Executive’s employment, Seller shall not, and Executive shall not permit any anywhere within the United States of its Affiliates to, America (whether directly or indirectly: , through any affiliate or other person, or in the name or on behalf of any affiliate or other Person, whether acting as an officer, director, shareholder, owner, partner, member, trustee, beneficiary, employee, promoter, consultant, technical adviser, agent, lender, manager or otherwise or as the assign of any such Person): (i) engage in or assist others in engaging participate in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, either directly or indirectly, in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, or consultant; or (iii) intentionally interfere that competes with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers Business of the Company.; provided, however, that nothing in Section 5.3(a)(i) shall be construed to preclude Executive from making any investment in the securities of any business enterprise whether or not engaged in competition with the Company, to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or on any foreign securities exchange, but only if such investment does not exceed 5% of the outstanding voting securities of such enterprise (bii) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectlyrecruit, hire or solicit any current or former employee employee, consultant or independent contractor of the Company, or encourage any such employee, consultant or independent contractor to leave the employ or service of the Company unless such former employee, consultant, or encourage independent contractor has not been employed or retained by the Company for a period in excess of six (6) months; (iii) request, advise or otherwise induce any employee Person to leave withdraw, curtail or cancel its business dealings with the Company’s employment, except pursuant to ; In the event of a general solicitation which is not directed specifically to breach by any such employees; provided, however, nothing Executive of any covenant set forth in this Section 5.02(b5.3(a), the term of such covenant will be extended for Executive by the period of the duration of such breach. For purposes hereof, the term “Business” shall mean developing and offering any products of a like-nature to the products and product candidates of the Company. It is agreed by the parties that the foregoing covenants in this Section 5.3(a) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by are reasonable in light of the Company; consideration and other benefits payable or that may become payable to Executive pursuant to this Agreement and (ii) after one hundred eighty (180) days from impose a reasonable restraint on Executive in light of the activities and business of Company on the date of resignationthe execution of this Agreement and the current plans of Company. Notwithstanding the foregoing, it is the intent of Company and Executive that such covenants be construed and enforced in accordance with the changing activities, business and locations of Company throughout the term of this covenant. (b) The covenants in this Section 5.3 are severable and separate, and the unenforceability of any employee specific covenant shall not affect the provisions of any other covenant. In the event any court of competent jurisdiction shall determine that has resigned from the Companyscope, time or territorial restrictions set forth herein are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent that such court deems reasonable, and this Agreement shall thereby be reformed. (c) Seller acknowledges that a breach or threatened breach All 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 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, or specific performance (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained covenants in this Section 5.02 are reasonable 5.3 shall be construed as an agreement independent of any other provision in this Agreement, and necessary to protect the legitimate interests existence of Buyer and any claim or cause of action of Executive against Company, whether predicated in this Agreement or otherwise, shall not 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 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction defense to the maximum time, geographic, product or service, or other limitations permitted enforcement by applicable Law or Company of such Governmental Order. The covenants contained in this Section 5.02 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 jurisdictioncovenants.

Non-Competition; Non-Solicitation. (a) For In view of the unique value to the Company of Executive's services and because of the Confidential Information to be obtained by or disclosed to Executive as described above, Executive agrees that, during the term of this Agreement and for a period of five (5) years commencing on one year thereafter, provided that this Agreement is not terminated by the Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of its Affiliates to, directly Company without Cause or indirectly: by Executive for Good Reason: (i) engage in Executive will not directly or indirectly assist others in engaging or become associated with any wireless voice communications service provider in any activity business of such provider that is competes in any of the same asmarkets of any of the Restricted Entities, whether as a principal, partner, employee, consultant or similar to, shareholder (other than as a holder of less than 5% of the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) in the State outstanding voting shares of North Carolina (the “Territory”any publicly traded company); ; (ii) Executive will not directly or indirectly solicit for employment or employ any employee of any of the Restricted Entities, unless such solicited person shall have an interest in ceased to be employed by any Person that engages, such entity for a period of at least six months; and (iii) Executive will not directly or indirectly, in solicit business from customers of any of the Restricted Business in Entities, provided that the Territory in foregoing shall not restrict Executive or any capacityentity with which Executive is associated from soliciting or doing business with any customer of any of the Restricted Entities, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, or consultant; or (iii) intentionally if such solicitation does not interfere with the any business relationships (whether formed prior to or after the date of this Agreement) relationship between the Company such solicited customer and customers or suppliers any of the CompanyRestricted Entities. (b) During If Executive violates any provision of Section 4 or Section 5(a), the Restricted PeriodCompany shall be entitled to receive from Executive reimbursement for any and all damages caused by such breach, Seller provided that Executive shall notnot be liable for indirect, special, consequential or punitive damages (it being understood and agreed that this remedy is in addition to, and shall not permit a limitation on, any of its Affiliates to, directly injunctive relief or indirectly, hire other rights or solicit any current or former employee of remedies to which the Company is or encourage any employee may be entitled to leave at law or in equity). Executive acknowledges and agrees that the Company’s employment's (and as applicable, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(beach Restricted Entity's) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Company. (c) Seller acknowledges that remedies at law for a breach or threatened breach of any provision of Section 4 or Section 5(a) would be inadequate and, in recognition of this Section 5.02 would give rise to irreparable harm to Buyerfact, for which monetary damages would not be an adequate remedyExecutive agrees that, and hereby agrees that in the event of such a breach or a threatened breach by Seller of any such obligations, Buyer shallbreach, in addition to any and all other rights and remedies that may be available at law, the Company and, as to it in respect of such breachArticle 4, each Covered Entity and, as to Article 5, each Restricted Entity, without posting any bond, shall be entitled to obtain equitable reliefrelief in the form of specific performance, including a temporary restraining order, an injunctiontemporary or permanent injunction or any other equitable remedy which may then be available. As provided in Section 10(b) hereof, the equitable remedies referenced in this Section 5(b) shall be in addition to, and not in substitution for or specific performance exclusion of, any other remedies available at law or in equity for any breach of either or both of Sections 4 or 5. Executive and the Company each specifically acknowledge and agree that the provisions of Sections 4 and 5 are for the express benefit of each Covered Entity (without any requirement in the case of Section 4) and each Restricted Entity and that (i) no waiver, amendment or other modification of Sections 4 or 5 with respect to post bond)a Covered Entity or Restricted Entity shall be effective unless it has been consented to in writing by such Covered Entity or Restricted Entity, as the case may be, and (ii) each such Covered Entity and Restricted Entity shall be entitled to enforce the provisions of Section 4 and/or 5 hereof (as appropriate) as fully and with the same rights and effect as if such Covered Entity or Restricted Entity were a signatory party to this Agreement. (dc) Seller acknowledges that the restrictions contained in this If any provisions of Section 5.02 4 or Section 5(a) are reasonable and necessary held 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 covenant contained in this Section 5.02 should ever be adjudicated to exceed the timeinvalid or unenforceable, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.02 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 provisions shall nevertheless continue to be valid and enforceable as though the invalid or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall unenforceable parts had not invalidate or render unenforceable such covenant or provision in any other jurisdictionbeen included.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing Executive agrees that during the Term and ending on the Closing Date (one-year anniversary of the “Restricted Period”)termination of Executive’s employment, Seller shall not, and Executive shall not permit any anywhere within the United States of its Affiliates to, America (whether directly or indirectly: , through any affiliate or other person, or in the name or on behalf of any affiliate or other Person, whether acting as an officer, director, shareholder, owner, partner, member, trustee, beneficiary, employee, promoter, consultant, technical adviser, agent, lender, manager or otherwise or as the assign of any such Person): (i) engage in or assist others in engaging participate in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, either directly or indirectly, in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, or consultant; or (iii) intentionally interfere that competes with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers Business of the Company.; provided, however, that nothing in Section 5.3(a)(i) shall be construed to preclude Executive from making any investment in the securities of any business enterprise whether or not engaged in competition with the Company, to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or on any foreign securities exchange, but only if such investment does not exceed 5% of the outstanding voting securities of such enterprise (bii) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectlyrecruit, hire or solicit any current or former employee employee, consultant or independent contractor of the Company, or encourage any such employee, consultant or independent contractor to leave the employ or service of the Company unless such former employee, consultant, or encourage independent contractor has not been employed or retained by the Company for a period in excess of six (6) months; (iii) request, advise or otherwise induce any employee Person to leave withdraw, curtail or cancel its business dealings with the Company’s employment, except pursuant to ; In the event of a general solicitation which is not directed specifically to breach by any such employees; provided, however, nothing Executive of any covenant set forth in this Section 5.02(b5.3(a), the term of such covenant will be extended for Executive by the period of the duration of such breach. For purposes hereof, the term “Business” shall mean developing and offering any products of a like-nature to the products and product candidates of the Company. It is agreed by the parties that the foregoing covenants in this Section 5.3(a) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by are reasonable in light of the Company; consideration and other benefits payable or that may become payable to Executive pursuant to this Agreement and (ii) after one hundred eighty (180) days from impose a reasonable restraint on Executive in light of the activities and business of Company on the date of resignationthe execution of this Agreement and the current plans of Company. Notwithstanding the foregoing, it is the intent of Company and Executive that such covenants be construed and enforced in accordance with the changing activities, business and locations of Company throughout the term of this covenant. (b) The covenants in this Section 5.3 are severable and separate, and the unenforceability of any employee specific covenant shall not affect the provisions of any other covenant. In the event any court of competent jurisdiction shall determine that has resigned from the Companyscope, time or territorial restrictions set forth herein are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent that such court deems reasonable, and this Agreement shall thereby be reformed. (c) Seller acknowledges that a breach or threatened breach All 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 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, or specific performance (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained covenants in this Section 5.02 are reasonable 5.3 shall be construed as an agreement independent of any other provision in this Agreement, and necessary to protect the legitimate interests existence of Buyer and any claim or cause of action of Executive against Company, whether predicated in this Agreement or otherwise, shall not 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 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction defense to the maximum time, geographic, product or service, or other limitations permitted enforcement by applicable Law or Company of such Governmental Order. The covenants contained in this Section 5.02 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 jurisdictioncovenants.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere 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 client or customer of the Business after the Closing), or any other Person who has a material business relationship with the business relationships Business, 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 Person and does not, directly or indirectly, own five percent (whether formed prior 5%) or more of any class of securities of such Person. The foregoing notwithstanding, Seller may lease the Property to or a third-party who is in the Restricted Business after the date of this Agreement) between the Company and customers or suppliers termination of the CompanyLease. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer pursuant to Section 6.5(a) or former employee of is or was employed in the Company Business during the Restricted Period, or encourage any such employee to leave the Company’s 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 nothing in this Section 5.02(b6.7(b) shall prevent Seller or any of its Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; Buyer or (ii) after one hundred eighty (180) days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Seller acknowledges that a breach or threatened breach of this Section 5.02 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 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 5.02 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 covenant contained in this Section 5.02 6.7 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.7 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), each Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, 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, Sellers, collectively, may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange or over-the-counter market if Sellers are not (individually or in the aggregate) a controlling Person of, or a member of a group which controls, such Person and do not, directly or indirectly, own ten percent (10%) 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 Affiliates to, directly or indirectly, hire or solicit any current or former employee of the Company or encourage any such employee to leave the Company’s 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. (c) During the Restricted Period, howevereach Seller shall not, nothing in this Section 5.02(b) and shall prevent Seller or not permit any of its Affiliates from hiring: (i) any employee terminated by the Company; to, directly or (ii) after one hundred eighty (180) days from the date of resignationindirectly, solicit or entice, or attempt to solicit or entice, any employee that has resigned 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. (cd) Seller acknowledges 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 agrees agree that in the 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (de) Seller acknowledges 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 covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.02 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) 2 years commencing on the Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere 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 client or customer of the Business after the Closing), or any other Person who has a material business relationship with the business relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date foregoing, Seller may own, directly or indirectly, solely as an investment, securities of this Agreement) between the Company 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 Person and customers does not, directly or suppliers indirectly, own 10% or more of the Companyany class of securities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer pursuant to Section 5.01(a) or former employee of is or was employed in the Company Business during the Restricted Period, or encourage any such employee to leave the Company’s 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 nothing in this Section 5.02(b5.03(b) shall prevent Seller or any of its Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; Buyer or (ii) after one hundred eighty (180) 180 days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Seller acknowledges that a breach or threatened breach of this Section 5.02 5.03 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 5.02 5.03 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 covenant contained in this Section 5.02 5.03 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 5.03 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”)Date, no Seller shall, and no Seller shall not, and shall not permit any member of its Affiliates the Seller Group to, directly or indirectly: , (i) engage in or assist others in engaging in any activity a business that is competes, directly or indirectly, with the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries Business (the “Restricted Business”) in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of or to the Business, or any other Person who has a material business relationship with the business relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date of this Agreement) between the Company and customers foregoing, any Seller or suppliers other member of the CompanySeller Group 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 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) During The Sellers agree, to the Restricted Periodmaximum extent not violative of applicable Law or Governmental Order, Seller that for a period of five years following the Closing Date, the Sellers shall not, and shall cause the other members of the Seller Group not permit any of its Affiliates to, directly or indirectly, solicit for employment or hire or solicit any current or former individual who was an employee of the Company Business at, or encourage at any employee to leave time within the Company’s employmentsix-month period prior to, except pursuant to a general solicitation which is not directed specifically to any such employeesthe time of the act of solicitation; provided, however, nothing in that general solicitations, such as through newspaper advertisements, not directed at any Business Employees, will not be deemed to violate this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Company.4.7(b). 51 (c) Each Seller acknowledges that a breach or threatened breach of this Section 5.02 4.7 would give rise to irreparable harm to the 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 such 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Each Seller agrees that it shall not undertake, and shall cause each other member of the Seller Group to not undertake, any harassing or disparaging conduct directed at the Buyer or its Affiliates or about the Business, and each Seller shall, and shall cause each other members of the Seller Group to, refrain from making any negative or derogatory statements concerning the Buyer or its Affiliates or the Business. (e) Each Seller acknowledges that the restrictions contained in this Section 5.02 4.7 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 AgreementTransaction. In the event that any covenant contained in this Section 5.02 4.7 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental Order. The covenants contained in this Section 5.02 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 jurisdictionLaw.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), each Seller Party shall not, and shall cause their Affiliates (other than THL and its affiliates) not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business anywhere in the State of North Carolina United States (excluding Alaska and Hawaii) (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, 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 Buyer and clients, customers or suppliers of Buyer. Notwithstanding the Companyforegoing, any Seller Party may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if such Seller Party does not, directly or indirectly, own 2% or more of any class of securities of such Person. The Parties acknowledge and agree that, as used in this Section 7.16, the term “Affiliate” shall be deemed to specifically exclude, in each instance, THL and its affiliates. (b) During the Restricted Period, each Seller Party shall not, and shall cause their Affiliates (other than THL and its affiliates) not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of the Company Transferred Employee or encourage any such employee to leave the Company’s such employment or hire any such employee who has left such employment, except (i) pursuant to a general solicitation which is not directed specifically to any such employees; providedemployees or (ii) for any Transferred Employee who, howeverat the time 4832-2222-1976\19 of such solicitation or hiring, nothing in this Section 5.02(b) shall prevent Seller has ceased to work for Buyer or any of its Affiliates from hiring: for a period of at least three (i3) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Companymonths. (c) During the Restricted Period, each Seller acknowledges Party shall not, and shall cause their Affiliates (other than THL and its affiliates) not to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the Business or potential clients or customers of the Business for purposes of diverting their business or services from Buyer or its Affiliates or the Business. (d) The Seller Parties acknowledge that a breach or threatened breach of this Section 5.02 7.16 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 any of the Seller Parties 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (de) The Seller acknowledges Parties acknowledge that the restrictions contained in this Section 5.02 7.16 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 covenant contained in this Section 5.02 7.16 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law law in any jurisdiction or any Governmental Orderjurisdiction, 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 or such Governmental Orderlaw. The covenants contained in this Section 5.02 7.16 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.

Non-Competition; Non-Solicitation. (a) For Seller acknowledges the competitive nature of the Business and accordingly agrees, in connection with the sale of the Purchased Assets, including the goodwill of the Business, which Buyer considers to be a valuable asset, and in exchange for good and valuable consideration, that for a period of five (5) years 36 months commencing on the Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of its Affiliates controlled affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business anywhere in the State of North Carolina world (the “Territory”); , (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisortrustee, or consultant; , or (iii) intentionally interfere 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 client or customer of the Business after the Closing), or any other Person who has a material business relationship with the business relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date foregoing, Seller may own, directly or indirectly, solely as an investment, securities of this Agreement) between the Company 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 Person and customers does not, directly or suppliers indirectly, own 5% or more of the Companyany class of securities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates controlled affiliates to, directly or indirectly, hire or solicit any current person who is, was, or former employee of becomes employed by the Company Buyer, or encourage any such employee to leave the Company’s 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, nothing in this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Company. (c) Seller acknowledges 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 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, or specific performance performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges 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 covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants and provisions contained in this Section 5.02 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 hereofof this Section 5.02, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere 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 client or customer of the Business after the Closing), or any other Person who has a material business relationship with the business relationships Business, 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 Person and does not, directly or indirectly, own five percent (whether formed prior to 5%) or after the date more of this Agreement) between the Company and customers or suppliers any class of the Companysecurities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer pursuant to Section 6.01(a) or former employee of is or was employed in the Company Business during the Restricted Period, or encourage any such employee to leave the Company’s 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 nothing in this Section 5.02(b6.03(b) shall prevent Seller or any of its Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; Buyer or (ii) after one hundred eighty (180) 180 days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Seller acknowledges that a breach or threatened breach of this Section 5.02 6.03 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 5.02 6.03 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 covenant contained in this Section 5.02 6.03 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.03 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.

Non-Competition; Non-Solicitation. (a) 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, 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, 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 commencing on the Closing Date (the “Restricted Period”Subject to Section 10(f), Seller during the Prohibited Period, Employee shall not, and shall not permit any without the prior written approval of its Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engagesBoard, directly or indirectly, for Employee or on behalf of or in the Restricted Business in the Territory in conjunction with any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, other person or consultant; or (iii) intentionally interfere with the business relationships (whether formed prior to or after the date entity of this Agreement) between the Company and customers or suppliers of the Company. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates tonature, directly or indirectly: (i) within the Market Area, hire solicit the sale of goods, services, or solicit a combination of goods and services from the established customers of any current or former employee member of the Company or encourage any employee to leave the Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employeesGroup; provided, however, nothing in this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or or (ii) after one hundred eighty (180) days from the date of resignationsolicit, canvass, approach, encourage, entice or induce any employee that has resigned from or independent contractor of the CompanyCompany Group to terminate his, her or its employment or engagement with any member of the Company Group. (c) Seller acknowledges that 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 5.02 10, and because of the immediate and irreparable damage that would give rise be caused to irreparable harm to Buyer, the members of the Company Group for which monetary damages they would not be an have no other adequate remedy, the Company and hereby agrees that 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 threatened breach by Seller of any such obligations, Buyer shall, but instead shall be in addition to any and all other rights and remedies that may be available to it in respect the Company and each other member of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, or specific performance (without any requirement to post bond)the Company Group at law and equity. (d) Seller acknowledges that the restrictions contained The covenants 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 covenant contained in this Section 5.02 should ever be adjudicated to exceed the time10, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.02 and each provision hereof and portion hereof, are severable and distinct covenants separate, and provisions. The invalidity or the unenforceability of any such specific covenant (or provision as written portion thereof) shall not invalidate affect the provisions of any other covenant (or render unenforceable portion thereof). Moreover, in the remaining covenants event any arbitrator or provisions hereofcourt of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and any such invalidity or unenforceability in any jurisdiction this Agreement shall not invalidate or render unenforceable such covenant or provision in any other jurisdictionthereby be reformed. (e) The following terms shall have the following meanings:

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), Seller and Owner shall not, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries Business (the “Restricted Business”) in the State of North Carolina Nevada or Arizona (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, shareholderstockholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, 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 Seller and customers or suppliers of Seller. Notwithstanding the Companyforegoing, Seller and Owner 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 Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities of such Person. (b) During the Restricted Period, Seller and Owner shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of the Company Buyer or encourage any employee to leave the CompanyBuyer’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Company. (c) Seller and Owner acknowledges that a breach or threatened breach of this Section 5.02 6.03 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, or specific performance (without any requirement to post bond). (d) Seller and Owner acknowledges that the restrictions contained in this Section 5.02 6.03 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 covenant contained in this Section 5.02 6.03 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.02 6.03 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.

Non-Competition; Non-Solicitation. (a) For a period of five three (53) years commencing on the Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, 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, 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 Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. (bc) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire solicit or entice, or attempt to solicit or entice, any current clients or former employee customers of the Company or encourage any employee to leave potential clients or customers of the Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller Company for purposes of diverting their business or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned services from the Company. (cd) Seller acknowledges that a breach or threatened breach of this Section 5.02 0 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (de) Seller acknowledges that the restrictions contained in this Section 5.02 5.06 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 covenant contained in this Section 5.02 5.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.02 5.06 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. (f) Notwithstanding anything herein or in any Employment Agreement between Seller and Buyer to the contrary, if the terms of this Agreement conflict with the terms of any Employment Agreement between Seller and Buyer, the terms of this Agreement shall control.

Non-Competition; Non-Solicitation. (a) For Seller hereby covenants and agrees that for a period of five (5) two years commencing on after the Closing Date (the “Restricted Period”)Date, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: , as a proprietor, partner, stockholder, consultant, joint venturer, investor, lender, employee or in any other capacity engage in, or own, manage, operate or control or participate in the ownership, management, operation or control of any entity which engages anywhere in the world in the retail sale of sports memorabilia and collectibles or activities similar thereto; PROVIDED, that Seller shall not be prohibited from owning in the aggregate 5% or less of any class of securities of a publicly traded corporation engaged in the Business or such activities. (b) Seller and Buyer hereby covenant and agree, except as contemplated in Section 4.1, that for a period of two years after the date hereof, neither party shall (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engagessolicit or, directly or indirectly, in cause to be solicited for employment, any person who is, at the Restricted Business in time of such solicitation, an employee of the Territory in other party or any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisorof its Affiliates, or consultantwas, at any time during the one-year period prior to such solicitation, an employee of the other party or any of its Affiliates; or (iiiii) intentionally interfere 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. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates toemploy or, directly or indirectly, hire or solicit cause to be employed, any current or former person who was, at the time of such action, an employee of the Company or encourage any employee to leave the Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller other party or any of its Affiliates from hiring: (i) Affiliates, or was, at any time during the one-year period prior to such action, an employee terminated by of the Company; other party or (ii) after one hundred eighty (180) days from the date any of resignation, any employee that has resigned from the Companyits Affiliates. (c) Seller acknowledges and Buyer acknowledge and agree that a breach if either party or threatened breach any of this its respective Affiliates breaches the provisions of Section 5.02 8.7(a) and/or (b), any remedy at law would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, inadequate and hereby agrees that in the event of a breach or a threatened breach by Seller of any such obligations, Buyer shallother party, in addition to seeking monetary damages in connection with any and all other rights and remedies that may be available to it in respect of such breach, shall be entitled to seek specific performance, injunctive and other equitable reliefrelief to prevent or restrain a breach of such Section or to enforce the provisions of such Section. It is the intent of the parties that, including in the event a temporary restraining order, an injunction, or specific performance (without any requirement to post bond). (d) Seller acknowledges court of competent jurisdiction determines that the restrictions contained scope and/or duration of the covenants set forth in this Section 5.02 are reasonable and 8.7(a) and/or (b) is excessive so as to render the covenant unenforceable as written, such court shall reduce the scope and/or duration of such covenant to the minimum extent necessary to protect make 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 covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.02 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 jurisdictionenforceable.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years 12 months commencing on the Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere 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 client or customer of the Business after the Closing), or any other Person who has a material business relationship with the business relationships (whether formed prior Business, to terminate or after the date of this Agreement) between the Company and customers modify any such actual or suppliers of the Companyprospective relationship. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer pursuant to Section 6.05(a) or former employee of is or was employed in the Company Business during the Restricted Period, or encourage any such employee to leave the Company’s 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 nothing in this Section 5.02(b6.07(b) shall prevent Seller or any of its Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; Buyer or (ii) after one hundred eighty (180) 180 days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Seller acknowledges that a breach or threatened breach of this Section 5.02 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 5.02 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 covenant contained in this Section 5.02 6.07 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.07 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) three years commencing on the Closing Date (the “Restricted Period”), Seller Sellers shall not, and shall not permit any of its their respective Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an a direct or indirect interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, 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 LiveArea Companies and customers or suppliers of the CompanyLiveArea Companies. Notwithstanding the foregoing, (i) Sellers may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Sellers are not, individually or collectively, 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) Sellers shall not be prohibited by this Section 5.08(a) from consummating any transaction with any Person during or after the Restricted Period that results in Sellers becoming controlled by, or under common control with, any Person that is engaging directly or indirectly in the Restricted Business in the Territory as of the effective date of such transaction. (b) During the Restricted Period, Seller Sellers shall not, and shall not permit any of its their respective Affiliates to, directly or indirectly, hire or solicit any current or former employee of the Company LiveArea Companies or encourage any such employee to leave the Company’s 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 nothing in this Section 5.02(b5.08(b) shall prevent Seller Sellers or any of its their respective Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; LiveArea Companies or Buyers or (ii) after one hundred eighty (180) 365 days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Seller acknowledges During the Restricted Period, Sellers shall not, and shall not permit any of their respective Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the LiveArea Companies or potential clients or customers of the LiveArea Companies for purposes of diverting their LiveArea Business or services from the LiveArea Companies. (d) Sellers acknowledge that a breach or threatened breach of this Section 5.02 5.08 would give rise to irreparable harm to BuyerBuyers, 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 Sellers of any such obligations, Buyer Buyers 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (de) Seller acknowledges Sellers acknowledge that the restrictions contained in this Section 5.02 5.08 are reasonable and necessary to protect the legitimate interests of Buyer Buyers and constitute a material inducement to Buyer Buyers to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.02 5.08 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.02 5.08 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), Parent and Seller shall not, and shall not permit any of its Affiliates their respective direct or indirect subsidiaries to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business as of the Closing Date or during the two years prior to the Closing Date to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may (i) 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 Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person and (ii) refer third parties to Seller’s RPO clients to provide temporary/contingency information technology personnel staffing services; provided that such services are incidental to Seller’s provision of RPO services to such clients and billed at margins consistent with the business relationships (whether formed prior to or after the date past practice of this Agreement) between the Company and customers or suppliers of the CompanySeller. (b) During the Restricted Period, Parent and Seller shall not, and shall not permit any of its Affiliates to, their respective direct or indirect subsidiaries to directly or indirectly, hire or solicit any current person who is offered employment by Buyer pursuant to Section 6.02(a) or former employee of is or was employed in the Company Business during the Restricted Period, or encourage any such employee to leave the Company’s 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 nothing in this Section 5.02(b6.04(b) shall prevent Parent, Seller or any of its Affiliates their respective direct or indirect subsidiaries from hiring: hiring (i) any employee whose employment has been terminated by the Company; Buyer or (ii) after one hundred eighty (180) days year from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Parent and Seller acknowledges acknowledge that a breach or threatened breach of this Section 5.02 6.04 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 Parent or 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Parent and Seller acknowledges acknowledge that the restrictions contained in this Section 5.02 6.04 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 covenant contained in this Section 5.02 6.04 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.04 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.

Non-Competition; Non-Solicitation. (a) For In order for Buyer to have and enjoy the full benefit of the Business, and as a material inducement to Buyer to enter into this Agreement (without such inducement Buyer would not have entered into this Agreement), for a period of five (5) years commencing on the Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: indirectly through Affiliates or otherwise: (i) undertake, participate or carry on or be engaged or have any financial or other interest in, or in any other manner advise or assist any other Person in connection with the operation of, a Competing Business in the United States; (ii) solicit, entice, encourage, intentionally influence or hire, or attempt to solicit, entice, encourage, influence or hire, any employee or contractor of the Business (including any individual who has been an employee or contractor of the Business at any time during the preceding twelve (12) month period prior to the Closing) to resign or leave the employ of or engagement with the Buyer or otherwise hire, employ, engage or contract any such employee or contractor to perform services other than for the benefit of the Buyer; (iii) solicit, entice, encourage or intentionally influence, or attempt to solicit, entice, intentionally encourage or influence, any customer, supplier, vendor, acquisition target or other business relationship of the Business (including any Person who has been a customer, supplier, vendor, acquisition target or other business relationship of the Business at any time during the twelve (12) month period immediately prior to the Closing) to alter, reduce or terminate its business relationship or not otherwise engage in or assist others in engaging in any activity that is a transaction with the same as, or similar toBuyer as it relates to the Business; or (iv) Disparage Buyer, the Company’s businessBusiness or their respective direct or indirect equityholders, including partners, members, directors, officers, employees, agents, representatives, successors or assigns including, without limitation staffing ▇▇▇▇▇▇▇ Capital and recruitment services its portfolio companies. (b) The Restricted Period shall be tolled during (and shall be deemed automatically extended by) any period in which Seller is in violation of any of the provisions of Section 5.04(a). (c) Notwithstanding Section 5.04(a), none of the following activities shall constitute a violation of Section 5.04(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 (for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (avoidance of doubt hiring anyone responding to such advertisements shall still be prohibited to the “Restricted Business”) extent prohibited in the State of North Carolina (the “Territory”Section 5.04(a)); (ii) have an interest holding up to 3% of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in any Person that engages, directly or indirectly, in a Competing Business; (iii) manufacturing and selling of CT tubes pursuant to the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, or consultantSupply Agreement; or (iiiiv) intentionally interfere with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Companyactivities described on Schedule 5.04(c). (bd) During Notwithstanding anything to the Restricted Periodcontrary set forth herein, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of the Company or encourage any employee to leave the Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Company. (c) Seller acknowledges 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 agrees that in the event of a breach or a threatened breach by Seller of any such obligationsof the provisions of Section 5.04(a) (the “Restrictive Covenants”): (i) Buyer and its Affiliates shall have the right and remedy, Buyer shall, in addition without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction and all other rights (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and remedies material Loss to Buyer and its Affiliates, the amount of which cannot be readily determined and as to which neither Buyer nor any of its Affiliates will have any adequate remedy at Law or in equity; (ii) it is the desire and intent of the Parties that may the Restrictive Covenants be available enforced to it the fullest extent permissible under the Laws and public policies applied in respect 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 extent necessary in order that such provision be valid and enforceable, the remainder of such breach, Restrictive Covenant shall not thereby be entitled affected and shall be given full effect without regard to equitable relief, including a temporary restraining order, an injunction, or specific performance (without any requirement invalid portions and such amendment shall apply only with respect to post bond).the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (diii) Seller acknowledges the Parties acknowledge and agree that the restrictions contained in this Section 5.02 Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of Buyer’s businesses and the Acquired Assets and are reasonable and necessary to protect the legitimate interests of Buyer valid in geographical and constitute a material inducement to Buyer to enter into this Agreement temporal scope and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or all other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental Order. The covenants contained in this Section 5.02 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 jurisdictionrespects.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”;” (other than with respect to those jurisdictions in which a five-year restrictive period would result in the infringement of anti-competition law which may be punishable as a criminal offense, in which case the Restricted Period for such jurisdiction shall be limited to three years from the Closing Date)), other than as contemplated by the Transition Services and Resupply Agreement, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere cause or knowingly induce or encourage any material supplier or licensor of the technology, goods or services associated with the Purchased Assets, or any other Person who has a material business relationships relationship with the research and development activities associated with the Purchased Assets, to terminate or modify any such actual or prospective relationship or lessen the amount of business they do with either Buyer (whether formed prior or its Affiliates) with respect to such Buyer’s (or after the date of this Agreementits Affiliates’) between the Company and customers or suppliers use of the CompanyPurchased Assets. Notwithstanding the foregoing, Seller may own, directly or indirectly: (i) capital stock of Xenetic; and (ii) 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 Person and does not, directly or indirectly, own 10% or more of any class of securities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by either Buyer pursuant to Section 6.04(a) or former employee of is or was employed by either Buyer or its Affiliates with respect to activities associated with the Company Purchased Assets during the Restricted Period, or encourage any such employee to leave the Company’s 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 nothing in this Section 5.02(b6.06(b) shall prevent Seller or any of its Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; a Buyer or (ii) after one hundred eighty (180) 180 days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Seller acknowledges that a breach or threatened breach of this Section 5.02 6.06 would give rise to irreparable harm to BuyerBuyers, 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 Buyers 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 5.02 6.06 are reasonable and necessary to protect the legitimate interests of Buyer Buyers and constitute a material inducement to Buyer Buyers to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.02 6.06 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.06 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.

Non-Competition; Non-Solicitation. (a) For a period of five four (54) years commencing on the Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any Person that is an Affiliate of its Affiliates Seller as of the date hereof to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere cause, induce or encourage any 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 client or customer of the Business after the Closing), or any other Person who has a business relationship with the business relationships Business, to terminate or modify adversely any such actual or prospective relationship; provided, however, nothing in the foregoing clauses (whether formed prior i), (ii) or (iii) shall limit Seller or any Affiliate of Seller from selling or providing Seller’s eRefund Service (as modified from time to time) to any Person within or after the date of this Agreement) between the Company and customers or suppliers outside of the CompanyTerritory. 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 Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current Person who is offered employment by Buyer pursuant to Section 6.05(a) or former employee of is or was employed by Buyer or its Affiliates during the Company Restricted Period, or encourage any such employee to leave the Company’s 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 nothing in this Section 5.02(b6.02(b) shall prevent Seller or any of its Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; Buyer or (ii) after one hundred eighty (180) 180 days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Seller acknowledges that a breach or threatened breach of this Section 5.02 6.02 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 5.02 6.02 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 covenant contained in this Section 5.02 6.02 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.02 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. (e) For the avoidance of doubt, the restrictions set forth in this Section 6.02 shall not apply with respect to any Person that becomes an Affiliate of Seller after the date of this Agreement, but who or which is not an Affiliate of Seller as of such date.

Non-Competition; Non-Solicitation. (a) For a period of five (5) two years commencing on the Closing Date (the “Restricted Period”), Seller Sellers and shall not, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere 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 client or customer of the Business after the Closing), or any other Person who has a material business relationship with the business relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date foregoing, Sellers may own, directly or indirectly, solely as an investment, securities of this Agreement) between the Company any Person traded on any national securities exchange if such Seller is not a controlling Person of, or a member of a group which controls, such Person and customers does not, directly or suppliers indirectly, own or more of the Companyany class of securities of such Person. (b) During the Restricted Period, each Seller shall not, and shall not permit any of its their Affiliates to, directly or indirectly, hire or solicit any current person who is offered employment by Buyer pursuant to Section 6.05(a) or former employee of is or was employed in the Company Business during the Restricted Period, or encourage any such employee to leave the Company’s 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 nothing in this Section 5.02(b6.07(b) shall prevent Seller Sellers or any of its their Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; Buyer or (ii) after one hundred eighty (180) 180 days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Each Seller and Owner acknowledges that a breach or threatened breach of this Section 5.02 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 a Seller or Owner 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Each Seller and Owner acknowledges that the restrictions contained in this Section 5.02 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 covenant contained in this Section 5.02 6.07 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.07 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on from and after the Closing Date (the “Restricted Period”)Date, Seller shall not, and shall not permit any of cause its Affiliates not to, directly or indirectly: indirectly (i1) engage in render services or assist others in engaging in any activity that is the same asgive advice to, or similar toaffiliate with (as employee, partner, consultant or otherwise), (2) directly or indirectly through one or more of any of its Affiliates, own, manage, operate, control or participate in the Company’s businessownership, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clericaloperation or control of, hospitality, medical and management industries (the “Restricted Business”) in the State any competitor or any division or business segment of North Carolina (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, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisorcompetitor, or consultant; or (iii3) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the any Acquired Company and customers or suppliers of such Acquired Company; provided, that nothing in this Section 5.5 shall prohibit such Seller or any of its Affiliates from acquiring or owning, directly or indirectly up to 2% of the Companyaggregate voting securities of any competitor that is a publicly traded Person. (b) During For a period of five (5) years from and after the Restricted PeriodClosing Date, Seller shall not, and shall not permit any of cause its Affiliates not to, directly or indirectly, hire solicit for employment or solicit employ any current or former employee of the Acquired Company or encourage any employee to leave the Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employeesemployee; provided, however, nothing in that this Section 5.02(b) restriction shall prevent not prohibit Seller or any of its Affiliates from hiring: soliciting for employment or employing any such person (i1) any employee terminated by the Company; who contacts Seller (on his or her own initiative) in response to a public job advertisement or recruitment program not targeted at Employees or (ii2) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Companywho contacts Seller on his or her own initiative. (c) Seller acknowledges that a breach or threatened breach of this Section 5.02 5.5 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, or specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 5.02 5.5 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 If, at the event that any covenant time of enforcement of the covenants contained in this Section 5.02 should ever 5.5 or employment of anyone responding to any such general solicitation, a court shall hold that the duration or scope restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration or scope reasonable under such circumstances shall be adjudicated substituted for the stated duration or scope and that the court shall be allowed and directed to exceed revise the time, geographic, product or service, or other limitations restrictions contained herein to cover the maximum duration and scope permitted by applicable Law in any jurisdiction or any Governmental Order, 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 or such Governmental OrderLaw. The covenants contained in this Section 5.02 5.5 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.

Non-Competition; Non-Solicitation. (a) For a period of five three (53) years commencing on the Closing Date (the “Restricted Period”), neither Seller shall notnor any Stockholder shall, and shall not permit any of its their respective Affiliates to, directly or indirectly: : (i) engage in Engage, participate or assist others in engaging invest, in any activity that is the same ascapacity (whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, for its own account, or similar tosolely or jointly with others), anywhere where Buyer or its Affiliates conduct business as of the Company’s businessClosing Date, including without limitation staffing in any business that competes with the Business or the business of the Buyer and recruitment services for its Affiliates as of the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries Closing Date (the “Restricted Business”) in the State of North Carolina (the “Territory”); provided that nothing herein shall prohibit the purchase or ownership of up to 1% of the outstanding stock of a publicly-traded company that competes with the Restricted Business; (ii) have an interest hire, solicit, employ or otherwise participate in or facilitate the hire, or receive or accept the performance of services by, any Person that engages, directly or indirectly, in employed during the Restricted Business in the Territory in Period by Buyer or any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, or consultant; or of its Affiliates; (iii) intentionally interfere call upon, solicit, induce or attempt to induce, divert, take away, accept or conduct any business from or with the any Persons having a business relationships (whether formed prior to relationship or after the date of this Agreement) between the Company and customers prospective business relationship with Buyer or suppliers of the Company.its Affiliates; (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of the Company or encourage any employee to leave the Company’s employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b) shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty (180) days from the date of resignation, any employee that has resigned from the Company. (c) Seller acknowledges each Stockholder acknowledge that a breach or threatened breach of this Section 5.02 6.05 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, or specific performance (without and any requirement to post bond)other relief that may be available from a court of competent jurisdiction. (dc) Seller acknowledges and each Stockholder acknowledge that the restrictions contained in this Section 5.02 6.05 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 covenant contained in this Section 5.02 6.05 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.05 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), each Seller Group member shall not, and shall not permit any of its Affiliates to, directly or indirectly: , (i) engage in or assist others in engaging in any activity that is the same as, or similar to, the Company’s business, including without limitation staffing and recruitment services for the fulfillment, light industrial, on-site management, clerical, hospitality, medical and management industries (the “Restricted Business”) Business in the State of North Carolina (the “Territory”); (ii) have an interest in any Person that engages, engages directly or indirectly, indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, trustee or consultant; or (iii) intentionally interfere 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 a 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 relationships (whether formed prior Business, to terminate or after modify any such actual or prospective relationship. Notwithstanding the date foregoing, Seller Group may own, directly or indirectly, solely as an investment, securities of this Agreement) between the Company any Person traded on any national securities exchange if Seller Group is not a controlling Person of, or a member of a group which controls, such Person and customers does not, directly or suppliers indirectly, own 1% or more of the Companyany class of securities of such Person. (b) During the Restricted Period, each Seller Group member shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any current or former employee of the Company person who is offered employment by Buyer pursuant to Section 6.5(a), or encourage any such employee to leave the Company’s 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 nothing in this Section 5.02(b6.7(b) shall prevent a Seller Group member or any of its Affiliates from hiring: hiring (i) any employee whose employment has been terminated by the Company; Buyer or (ii) after one hundred eighty (180) 180 days from the date of resignationtermination of employment, any employee that whose employment has resigned from been terminated by the Companyemployee. (c) Each Seller Group member acknowledges that a breach or threatened breach of this Section 5.02 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 such Seller Group member 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, or specific performance (without and any requirement to post bond)other relief that may be available from a court of competent jurisdiction. (d) Each Seller Group member acknowledges that the restrictions contained in this Section 5.02 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 covenant contained in this Section 5.02 6.7 should ever be adjudicated to exceed the time, geographic, product or service, service or other limitations permitted by applicable Law in any jurisdiction or any Governmental Orderjurisdiction, 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, service or other limitations permitted by applicable Law or such Governmental OrderLaw. The covenants contained in this Section 5.02 6.7 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.