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”), neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company Group. Notwithstanding the foregoing clause (ii), Seller, SED or their Affiliates may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates is not a controlling Person of, or a member of a group which controls, such Person and do not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller, SED or any of their Affiliates from hiring any employee whose employment has been terminated by the Company Group or Buyer. (c) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company Group. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to Buyer and DSS, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 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.

Non-Competition; Non-Solicitation. (a) For While you are employed hereunder and for a period of five one (51) years commencing year following the termination of your employment hereunder for any reason or for no reason, you will not, without the prior written consent of the Company: (i) For yourself or on the Closing Date (the “Restricted Period”), neither behalf of Seller nor SED shall, nor shall permit any of its Affiliates toother person or entity, directly or indirectly, (i) either as principal, partner, stockholder, officer, director, member employee, consultant, agent, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or assist others in engaging in the have a financial interest in, any Competitive Company (each, a “Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company Group. Notwithstanding the foregoing clause (iiActivity”), Seller, SED except that (A) nothing contained herein will preclude you from purchasing or their Affiliates may own, directly or indirectly, solely as an investment, owning securities of any such Person business if such securities are publicly traded, and provided that are traded on any national your holdings do not exceed one percent (1%) of the issued and outstanding securities exchange if none of Seller, SED or any of their Affiliates is not a controlling Person of, or a member of a group which controls, such Person and do not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person.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 a Competitive Company 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 Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); (bii) During the Restricted Period, neither Either individually or on behalf of Seller nor SED shall, nor shall permit 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 benefit of any employee Competitive Company, any customers or patrons of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employmentGroup, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller, SED or any of their Affiliates from hiring any employee whose employment has been terminated by prospective customers or patrons with respect to which the Company Group has developed or Buyer.made a sales presentation (or similar offering of services); (ciii) During the Restricted Period, neither Either individually or on behalf of Seller nor SED shall, nor shall permit or through any of its Affiliates tothird party, directly or indirectly, solicit (A) solicit, entice or entice, persuade or attempt to solicit solicit, entice or entice, persuade any clients employees of or customers of any member of consultant to the Company Group or potential clients or customers of any member to leave the service of the Company Group for purposes any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of diverting their business or consultant to the Company Group while any such person is providing services from to the Company Group; or (iv) Either individually or on behalf of or through any member of third party, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company Group and any vendor or supplier to the Company Group. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to Buyer and DSS, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on Unless otherwise consented to in writing by Buyer, Seller agrees that during the Closing Date (the “Restricted Period”), neither of Seller nor SED shall, nor shall permit any of its Affiliates towill, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owning, directly or indirectly, less than five percent (i5%) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member class of the Company Group. Notwithstanding the foregoing clause (ii), Seller, SED or their Affiliates may ownsecurities issued by a Person, directly or indirectly, solely as an investmentengaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, securities of any such Person Seller agrees that are traded on any national securities exchange if none of Sellerduring the Restricted Period, SED or neither Seller nor any of their its Affiliates is not a controlling Person ofwill, or a member of a group which controls, such Person and do not, in the aggregate, either directly or indirectly, on its own 5% behalf or more in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any class Person that is a customer or client of securities the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Person. (bc) During Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates towill, either directly or indirectly, hire on its own behalf or solicit any employee in the service or on behalf of the Company Group or encourage any such employee to leave such employment others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any such employee who has left such employmentContinuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except pursuant to a general solicitation which is not directed specifically to any if the employment of such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller, SED or any of their Affiliates from hiring any employee whose employment Continuing Employee has been terminated by the Company Group Buyer, or Buyer. (c) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates toafter Closing, directly prior to commencement of employment discussions between such Continuing Employee and Seller or indirectlyany of its Affiliates, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of provided that the Company Group or potential clients or customers of any member of the Company Group foregoing shall not prohibit bona fide public non-targeted solicitations for purposes of diverting their business or services from any member of the Company Group. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to Buyer and DSS, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach employees by Seller (whether posted on a public site on the Internet or SED in a newspaper, magazine or other publication of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bondgeneral circulation). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 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.

Non-Competition; Non-Solicitation. (a) For During the period in which you perform services for or at the request of the Company as an employee or independent contractor and for a period of five one (51) years commencing year following the termination of your provision of services to the Company as an employee or independent contractor for any reason or for no reason you will not, without the prior written consent of the Company Group: (i) For yourself or on the Closing Date (the “Restricted Period”), neither behalf of Seller nor SED shall, nor shall permit any of its Affiliates toother person or entity, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacityeither as principal, including as a partner, shareholderstockholder, officer, director, member, employee, principalconsultant, agent, trustee representative or consultant; or (iii) intentionally interfere in any material respect other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in, or have a financial interest in, any business which is directly competitive with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company Group. Notwithstanding the foregoing clause (iieach, a “Restricted Activity”), Seller, SED except that (A) nothing contained herein will preclude you from purchasing or their Affiliates may own, directly or indirectly, solely as an investment, owning securities of any such Person business if such securities are publicly traded, and provided that are traded on any national your holdings do not exceed five percent of the issued and outstanding securities exchange if none of Seller, SED or any of their Affiliates is not a controlling Person of, or a member of a group which controls, such Person and do not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person.business, and (B) nothing contained herein will prevent 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, neither Either individually or on behalf of Seller nor SED shall, nor shall permit 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 employee customers or patrons of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employmentGroup, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller, SED or any of their Affiliates from hiring any employee whose employment has been terminated by prospective customers or patrons with respect to which the Company Group has developed or Buyer.made a sales presentation (or similar offering of services); or (ciii) During the Restricted Period, neither Either individually or on behalf of Seller nor SED shall, nor shall permit or through any of its Affiliates tothird party, directly or indirectly, solicit (A) solicit, entice or entice, persuade or attempt to solicit solicit, entice or entice, persuade any clients other employees of or customers of any member of consultants to the Company Group or potential clients or customers of any member to leave the services of the Company Group for purposes any reason, or (B) employ, cause to be employed, or solicit the employment of diverting their business any employee of or consultant to the Company Group while any such person is providing services from to the Company Group or within six months after any member such person ceases providing services to the Company Group; or (iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere with or attempt to interfere with, the relations between the Company Group and any vendor or supplier to the Company Group. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to Buyer and DSS, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 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.

Non-Competition; Non-Solicitation. (a) For a period of five three (53) years commencing on the Closing Date (the “Restricted Period”), neither of Seller nor SED shallParent shall not, nor and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging the Business anywhere in the Restricted Business in world (the “Territory”); (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in cause, induce or encourage any material respect 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 the date of this Agreement) between modify any member of the Company Group and customers such actual or suppliers of any member of the Company Groupprospective relationship. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates Seller Parent may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates Seller Parent is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person; provided, however, that this Section 6.07 shall not apply in connection with, and following, Seller Parent’s Change of Control. (b) During the Restricted Period, neither of Seller nor SED shallParent shall not, nor and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of person who is offered employment by a Buyer pursuant to Section 6.05(a) or is or was employed in the Company Group Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b6.07(b) shall prevent Seller, SED Seller Parent or any of their its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer Parent or (ii) after 60 days from the date of termination of employment, any employee whose employment has been terminated by the Company Group employee, or (iii) any employee with the prior consent of such Buyer; provided, further, that this Section 6.07(b) shall not apply to (i) any solicitation or hiring of an individual who was employed by a Buyer in California but is no longer employed by such Buyer at that time or (ii) a Buyer’s employees in California who contacted Seller Parent or any of its Affiliates independently and without any direct solicitation by Seller Parent or any of its Affiliates. (c) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company Group. (d) Each of Seller and SED Parent acknowledges that a breach or threatened breach of this Section 5.06 6.07(a) would give rise to irreparable harm to Buyer and DSSParent, 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 SED Parent of any such obligations, Buyer or DSS Parent shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, may be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (ed) Each of Seller and SED Parent acknowledges that the restrictions contained in this Section 5.06 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and DSS Parent and constitute a material inducement to each of Buyer and DSS Parent to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 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, 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. The covenants contained in this Section 5.06 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. During the period while you are employed hereunder and either: (ax) For for a period of five eighteen (518) years commencing months following the termination of your employment if for any reason you are entitled to receive payment pursuant to §4(b)(ii) or §4(d) of this Agreement, or (y) for a period of twelve (12) months following the termination of your employment if you are not entitled to payment pursuant to §4(b)(ii) or §4(d) of this Agreement, you will not during any such period, without the prior written consent of the Company: (i) For yourself or on the Closing Date (the “Restricted Period”), neither behalf of Seller nor SED shall, nor shall permit any of its Affiliates toother person or entity, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacityeither as principal, including as a partner, shareholderstockholder, officer, director, member, employee, principalconsultant, agent, trustee representative or consultant; or (iii) intentionally interfere in any material respect other capacity, own, manage, operate or control, or be concerned, connected or 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 any member of the Company Group and customers or suppliers of any member of (each, a “Restricted Activity”) anywhere in the Company Group. Notwithstanding world (the foregoing clause (ii“Restricted Territory”), Seller, SED except that (A) nothing contained herein will preclude you from purchasing or their Affiliates may own, directly or indirectly, solely as an investment, owning securities of any such Person business if such securities are publicly traded, and provided that are traded on any national your holdings do not exceed three percent of the issued and outstanding securities exchange if none of Seller, SED or any of their Affiliates is not a controlling Person of, or a member of a group which controls, such Person and do not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person.business, and (B) nothing contained herein will prevent 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, 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, neither Either individually or on behalf of Seller nor SED shall, nor shall permit 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 customers or 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 Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller, SED or any of their Affiliates from hiring any employee whose employment has been terminated by the Company Group or Buyer. (c) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member service of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company GroupCompany. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to Buyer and DSS, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 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.

Non-Competition; Non-Solicitation. (a) For a period of five three (53) years as to the Warrantors and one (1) year as to ▇▇. ▇▇▇▇▇, in each case commencing on the Closing Date (as applicable, the “Restricted Period”), neither of Seller nor SED shallWarrantors and ▇▇. ▇▇▇▇▇ (each, nor a “Restricted Person”) shall not, and shall not permit any of its such Restricted Person’s Affiliates to, directly or indirectly, other than on behalf of the Companies or Beneficiary: (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an any financial or equity interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultantconsultant (other than interests in Beneficiary or any successor); or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after between the date of this Agreement) between any member of the Company Group Companies and customers or suppliers of any member of the Company GroupCompanies. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates a Restricted Person may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates the Restricted Person is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the applicable Restricted Period, neither of Seller nor SED shallthe Restricted Persons shall not, nor and shall not permit any of its their Affiliates to, directly or indirectly, hire away or solicit any employee of the Company Group or Companies nor encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b6.09(b) shall prevent Seller, SED any Restricted Person or any of their Affiliates from hiring any employee whose employment with the Companies or Beneficiary has been terminated by the Company Group or Buyerpreviously terminated. (c) During the Restricted Period, neither of Seller nor SED shallthe Restricted Persons shall not, nor and shall not permit any of its their Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group Companies or potential clients or customers of any member of the Company Group Companies for purposes of diverting their business or services from any member of the Company GroupCompanies. (d) Each of Seller and SED Restricted Person acknowledges that a breach or threatened breach of this Section 5.06 6.09 would give rise to irreparable harm to Buyer and DSSBeneficiary, 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 SED a Restricted Person of any such obligations, Buyer or DSS Beneficiary 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 injunctive relief, including a temporary restraining order, an injunction, specific performance and any other similar relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED Restricted Person acknowledges that the restrictions contained in this Section 5.06 6.09 are reasonable and necessary to protect the legitimate interests of Buyer and DSS Beneficiary and constitute a material inducement to each of Buyer and DSS Beneficiary to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 6.09 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 6.09 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 any other provision of this Agreement, except for actions taken in concert, under no circumstances shall any Restricted Person have any liability for or obligation in respect of any action or omission by another Restricted Person (or any Affiliate of such other Restricted Person) that breaches or threatens to breach any obligations under this Section 6.09.

Non-Competition; Non-Solicitation. (a) For While ▇▇. ▇▇▇▇ performs Consulting Services to the Company and for a period of five one year following the termination of his service to the Company for any reason or for no reason, he will not, without the prior written consent of the Company: (5i) years commencing For himself or on the Closing Date (the “Restricted Period”), neither behalf of Seller nor SED shall, nor shall permit any of its Affiliates toother person or entity, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacityeither as principal, including as a partner, shareholderstockholder, officer, director, member, employee, principalconsultant, agent, trustee representative or consultant; or (iii) intentionally interfere in any material respect other capacity, own, manage, operate or control, or be concerned, connected or 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 any member of the Company Group and customers (each, a "RESTRICTED ACTIVITY") anywhere in the world, except that (A) nothing contained herein will preclude ▇▇. ▇▇▇▇ from purchasing or suppliers of any member of the Company Group. Notwithstanding the foregoing clause (ii), Seller, SED or their Affiliates may own, directly or indirectly, solely as an investment, owning securities of any such Person business if such securities are publicly traded, and provided that are traded on any national his holdings do not exceed one percent of the issued and outstanding securities exchange if none of Seller, SED or any of their Affiliates is not a controlling Person of, or a member of a group which controls, such Person and do not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person.business and (B) nothing contained herein will prohibit ▇▇. ▇▇▇▇ 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, its Affiliates and Associates, irrespective of whether some other Unit of such entity engages in such competition (as long as ▇▇. ▇▇▇▇ does not engage in a Restricted Activity for such other Unit); or (bii) During the Restricted Period, neither Either individually or on behalf of Seller nor SED shall, nor shall permit 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 employee customers, licensors, licensees, collaborative partners, or other patrons of the Company Group Company, or encourage any such employee person or entity with respect to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller, SED or any of their Affiliates from hiring any employee whose employment has been terminated by the Company Group has developed or Buyer.made a presentation (or similar communication) with a view to developing a business relationship; or (ciii) During the Restricted Period, neither Either individually or on behalf of Seller nor SED shall, nor shall permit or through any of its Affiliates tothird party, directly or indirectly, solicit (A) solicit, entice or entice, persuade or attempt to solicit solicit, entice or entice, persuade any clients employee of or customers of any member consultant to the Company to leave the service of the Company Group for any reason, or potential clients (B) employ, cause to be employed, or customers solicit the employment of, any employee of any member of or consultant to the Company Group for purposes of diverting their business or while any such person is providing services from any member of to the Company Group. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to Buyer and DSS, 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 SED of within six months after any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction person has ceased providing services to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 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 jurisdictionCompany.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), neither of Seller nor SED shallshall not, nor and shall not permit any of its controlled Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business anywhere in the Territoryworld; (ii) have an a material interest in any Person that engages directly or indirectly in the Restricted Business anywhere in the Territory world in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company GroupCompany. Notwithstanding the foregoing clause foregoing, Seller may (ii), Seller, SED or their Affiliates may A) own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates Seller is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person, (B) continue to operate its retained businesses as such retained businesses have been conducted prior to and on the date of this Agreement, and (C) perform any services for Buyer or its Affiliates, including such services as are contemplated under the Transition Services Agreement. (b) During For a period of 18 months commencing on the Restricted PeriodClosing Date, neither of Seller nor SED shallshall not, nor and shall not permit any of its controlled Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b5.07(b) shall prevent Seller, SED Seller or any of their its controlled Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or BuyerBuyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, neither of Seller nor SED shallshall not, nor and shall not permit any of its controlled Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company GroupCompany. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 5.07 would give rise to irreparable harm to Buyer and DSSBuyer, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 5.07 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 expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 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. (f) Notwithstanding anything herein to the contrary, nothing in this Section 5.07 shall restrict Seller or any of its Affiliates from taking commercially reasonable steps to carry out its rights and obligations under any of the Transaction Documents.

Non-Competition; Non-Solicitation. (a) As a material inducement to Purchaser to enter into this Agreement, Seller and its controlled Affiliates shall not, for a period of four (4) years after the Closing Date, directly or indirectly through any Person, own, acquire, manage, operate, control or participate in the ownership, management, operation or control of any Person engaged in any business that otherwise competes with the Business, anywhere in the United States; provided, however, that in no event shall crude oil marketing activities be considered a business that competes with the Business. Notwithstanding the foregoing, the Bridger Group may, without violating this Section 6.10, own a passive investment not in excess of 5% of the outstanding capital stock of a corporation which engages in such a business, if such capital stock is a security actively traded on an established securities exchange. (b) For a period of five twelve (512) years commencing on months from and after the Closing Date (the “Restricted Period”), neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectlyDate, (i) engage in Purchaser, its Affiliates and each of their respective officers, directors or assist others in engaging in employees shall not (A) induce or attempt to induce any director, officer or employee of any member of the Restricted Business in Bridger Group to leave the Territory; employ of such member of the Bridger Group or (iiB) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) other way intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) relationship between any member of the Company Bridger Group and customers any employee, officer or suppliers director thereof; provided, however, that the foregoing shall not be applicable to the Continuing Employees and (ii) the Bridger Group, its Affiliates, and each of their respective officers, directors or employees shall not (A) induce or attempt to induce any director, officer or employee of Purchaser or its Affiliates to leave the employ of Purchaser or the applicable Affiliate or (B) in any other way intentionally interfere with the relationship between Purchaser or its Affiliates and any employee, officer or director thereof; provided, however, that for purposes of this Section 6.10(b), none of Riverstone, any portfolio company of Riverstone (other than the Bridger Group), any portfolio company of any member of the Company Group. Notwithstanding the foregoing clause (ii)investment fund affiliated with Riverstone, Seller, SED or their Affiliates may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates is not a controlling Person ofrespective directors, officers, equityholders or a member of a group which controls, such Person and do not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, hire or solicit any employee employees be deemed an Affiliate of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller, SED or any of their Affiliates from hiring any employee whose employment has been terminated by the Company Group or BuyerBridger Group. (c) During the Restricted PeriodThe covenants and undertakings contained in Section 6.10 relate to matters which are of a special, neither unique and extraordinary character and a violation of Seller nor SED shall, nor shall permit any of its Affiliates tothe terms of Section 6.10 would cause irreparable injury to Purchaser or Seller, directly as applicable, such that money damages or indirectlyother legal remedies would not be an adequate remedy for such violation. Therefore, solicit Purchaser or enticeSeller, as applicable, shall be entitled to an injunction, restraining order or attempt to solicit or entice, other equitable relief from any clients or customers court of competent jurisdiction in the event of any member breach of Section 6.10 by the Company Group other Party without the necessity of proving actual damages or potential clients posting any bond. The rights and remedies provided by this Section 6.10 are cumulative and in addition to any other rights and remedies which Purchaser may have hereunder or customers of any member of the Company Group for purposes of diverting their business at law or services from any member of the Company Groupin equity. (d) Each of Seller and SED acknowledges that a breach or threatened breach of Notwithstanding anything contained in this Section 5.06 would give rise Agreement to irreparable harm to Buyer and DSSthe contrary, 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 (i) if Seller or SED of any such obligations, Buyer or DSS shall, in addition to any Purchaser breaches Section 6.10(b) and all the other rights Party seeks and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, obtains an injunction, specific performance and restraining order or other equitable relief from any other relief that may be available from a court of competent jurisdiction jurisdiction, the twelve (without 12) month period referred to in such Section 6.10(b) shall be computed from the date relief is granted to the other Party instead of from the Closing Date and reduced by any requirement to post bond)time following the Closing Date during which the breaching Party complied with its obligations thereunder. (e) Each If any court of Seller competent jurisdiction in a final, binding and SED acknowledges nonappealable judgment determines that the restrictions contained in a specified time period, geographical area, business limitation or any other relevant feature of this Section 5.06 are reasonable and necessary to protect 6.10 is unreasonable, arbitrary or against public policy, then the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 should ever be adjudicated to exceed the timemaximum time period, geographicgeographical area, product or service, business limitation or other limitations permitted relevant feature which is determined by applicable Law in any jurisdictionsuch court to be reasonable, then any court is expressly empowered to reform such covenant, not arbitrary and such covenant not against public policy shall be deemed reformed, in such jurisdiction to enforced against the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 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 jurisdictionparty.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), neither of Seller nor SED shallthe Stockholders shall not, nor and shall not permit any of its Affiliates totheir respective Affiliates, directly or indirectly, to (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person (other than the Company) that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee 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 any member of the Company Group and customers or suppliers of any member of the Company GroupCompany. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates any Stockholder may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates such Stockholder is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% five percent or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shallthe Stockholders shall not, nor and shall not permit any of its Affiliates totheir respective Affiliates, directly or indirectly, to hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which that is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b5.07(b) shall prevent Seller, SED any Stockholder or any of their his or its Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Buyerthe Parent or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, neither of Seller nor SED shallthe Stockholders shall not, nor and shall not permit any of its Affiliates totheir respective Affiliates, directly or indirectly, to solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company GroupCompany. (d) Each of Seller and SED acknowledges The Stockholders acknowledge that a breach or threatened breach of this Section 5.06 5.07 would give rise to irreparable harm to Buyer and DSSthe Parent, 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 SED any Stockholder of any such obligations, Buyer or DSS the 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, specific performance performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges The Stockholders acknowledge that the restrictions contained in this Section 5.06 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and DSS the Parent and constitute a material inducement to each of Buyer and DSS the Parent to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 5.07 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 expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 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 In order for the Purchaser to have and enjoy the full benefit of the Shares, and as a material inducement to the Purchaser to enter into this Agreement (without such inducement the Purchaser would not have entered into this Agreement), for a period of five (5) years commencing on the Closing Date date of the Closing, each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and the Seller shall not, directly or indirectly (whether by himself or itself, through an Affiliate, in partnership or conjunction with, or as an employee, officer, director, manager, member, owner, consultant or agent of, any other Person): (i) undertake, 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, the business of structural steel fabrication and erection or the manufacture of specialty products including pollution control scrubbers, tunnel liners, pressure vessels and other related products primarily for the oil and gas industry (the “Restricted PeriodCompeting Business”), neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging anywhere in the Restricted Business in world, other than with respect to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇’▇ continued involvement with the Territory; Company; (ii) have an interest in solicit, entice, encourage or intentionally 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, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member employee of the Company Group and customers or suppliers of any member of Purchaser, the Company Group. Notwithstanding the foregoing clause (ii), Seller, SED or their Affiliates may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their respective Affiliates is not a controlling Person ofto resign or leave the employ of the Purchaser, the Company or any of their respective Affiliates or otherwise hire, employ, engage or contract any such employee to perform services other than for the benefit of the Purchaser, the Company or any of their respective Affiliates; or (iii) solicit, entice, encourage or influence, or attempt to solicit, entice, encourage or influence, any customer of the Purchaser, the Company or any of their respective Affiliates (including any Person who has been a member customer of a group which controlsthe Company or any of its subsidiaries at any time during the period of 12 months before the Closing) to alter, such Person and do notreduce or terminate its business relationship with the Purchaser, in the aggregate, directly Company or indirectly, own 5% any of their respective Affiliates for the direct or more indirect benefit of any class of securities of such PersonCompeting Business. (b) During Notwithstanding anything to the Restricted Periodcontrary set forth herein, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller, SED or any of their Affiliates from hiring any employee whose employment has been terminated by the Company Group or Buyer. (c) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company Group. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to Buyer and DSS, 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 SED of any such obligationsof the provisions of Section 4.2(a) (the “Restrictive Covenants”): (i) the Purchaser and its Affiliates shall have the right and remedy, Buyer or DSS shall, in addition without regard to any and all other rights and remedies that may be available remedy, to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and (A) have the Restrictive Covenants specifically enforced by any other relief that may be available from a court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any requirement breach of any of the Restrictive Covenants would cause irreparable and material loss to post bond).the Purchaser and its Affiliates, the amount of which cannot be readily determined and as to which neither the Purchaser nor any of its Affiliates will have any adequate remedy at law or in damages; (eii) Each it is the desire and intent of Seller and SED acknowledges the parties hereto that the restrictions contained Restrictive Covenants be enforced to the fullest extent permissible under the laws, orders and public policies applied in this Section 5.06 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 Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and (iii) the parties acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of the Shares and the Company’s business and are reasonable and necessary to protect the legitimate interests of Buyer valid in geographical and DSS temporal scope and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 should ever be adjudicated to exceed the time, geographic, product or service, or all other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 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 jurisdictionrespects.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “"Restricted Period”"), neither of Seller nor SED shallshall not, nor and shall not permit any of its Affiliates shareholders, directors, officers, employees or affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the business of aggregating, managing or selling infrastructure data (the "Restricted Business Business") anywhere in the Territoryworld; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business anywhere in the Territory world in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group Buyer and customers or suppliers of any member of the Company GroupBuyer. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates Seller may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates Seller is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% five percent (5.00%) or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shallshall not, nor and shall not permit any of its Affiliates of its shareholders, directors, officers, employees or affiliates to, directly or indirectly, hire or solicit any employee of the Company Group Buyer or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b5.01(b) shall prevent Seller, SED or Seller any of their Affiliates its of its shareholders, directors, officers, employees or affiliates from hiring hiring: (i) any employee whose employment has been terminated by Buyer; or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the Company Group or Buyeremployee. (c) During the Restricted Period, neither of Seller nor SED shallshall not, nor and shall not permit any of its Affiliates of its shareholders, directors, officers, employees or affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group Buyer or potential clients or customers of any member of the Company Group Buyer for purposes of diverting their business or services from any member of the Company GroupBuyer. (d) Each If Seller breaches, or threatens to commit a breach of, any of Seller the provisions of this Section 5.01, Buyer shall have the following rights and SED acknowledges 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 5.06 would give rise to irreparable harm to Buyer and DSS, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond)5.01. (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 5.01 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 5.01 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Lawlaw. The covenants contained in this Section 5.06 5.01, 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 of Seller nor SED shallSellers shall not, nor and shall not permit any of its their respective Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, franchisor, franchisee, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member the Company; provided, however, that the foregoing restrictions shall not apply with respect to the ownership, operation and management of the Company GroupRestaurants, provided that the Company Restaurants are operated and managed in accordance with Section 5.11. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or Sellers and their respective Affiliates may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates is Sellers are not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shallSellers shall not, nor and shall not permit any of its their respective Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, provided that nothing in this Section 5.06(b5.07(b) shall prevent Seller, SED Sellers or any of their Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or BuyerBuyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, neither of Seller nor SED shallSellers shall not, nor and shall not permit any of its their respective Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients franchise owner or customers of any member operator of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company GroupCompany. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 5.07 would give rise to irreparable harm to Buyer and DSSBuyer, 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 SED Sellers of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges Sellers acknowledge that the restrictions contained in this Section 5.06 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 5.07 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 expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 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”), neither of each Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholderstockholder, member, manager, inventor, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to past or after the date of this Agreementpresent) between any member of the Company Group and customers or suppliers Company, Buyer and/or any of any member of the Company Grouptheir Subsidiaries. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates each Seller may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates such Seller is not a controlling Person of, or a member of a group which controls, such Person and do and, except as set forth on Section 6.07(b) of the Disclosure Schedules, does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such PersonPerson (other than the Transaction Shares). (b) During the Restricted Period, neither of each Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee inventor or scientist of the Company Group or encourage any Affiliate or any party involved in the creation and/or development of the Company Intellectual Property (irrespective of whether any such employee to leave party performed work on behalf of the Company or any Affiliate), or interfere with the relationship between any such employment party and the Company or any Affiliate, or hire any such employee party who has left such employmentis no longer involved with the Company or any Affiliate, except pursuant to a general solicitation which is not directed specifically to any such employeesparty; provided, that nothing in this Section 5.06(b6.06(b) shall prevent Seller, SED any Seller or any of their its Affiliates from hiring (i) any employee inventor or scientist whose employment has been terminated by the Company Group or BuyerBuyer or (ii) after one hundred and eighty (180) days from the date of termination of employment, any inventor or scientist whose employment has been terminated by the employee. (c) During the Restricted Period, neither of Seller nor SED shallSellers shall not, nor and shall not permit any of its their Affiliates to, directly or indirectly, solicit or enticeentice away or divert, or attempt to solicit or enticeentice away or divert, any clients or customers of any member business relationships of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company Groupand/or its Subsidiaries. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 6.07 would give rise to irreparable harm to Buyer and DSSBuyer, 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 SED Sellers of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 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 expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 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. In addition, any breach by Buyer of any provision of this Agreement or any related agreement shall not diminish or affect the validity or enforceability of this Section 6.07. (f) PJSC «Pharmsynthez» and Shemyakin-Ovchinnikov Institute of Bioorganic Chemistry, Russian Academy of Sciences, which entities are being provided royalties by the Company pursuant to the Assignment and Royalty Agreement shall execute separate non-competition and non-solicitation agreements as of the Closing containing the same or similar language as set forth in this Section 6.07 (the "Royalty Restrictive Covenant Agreements").

Non-Competition; Non-Solicitation. (a) For a period of five two (52) years commencing on the Closing Date (the “Restricted Period”), neither of each Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company GroupCompany. Notwithstanding the foregoing clause foregoing, (ii), Seller, SED or their Affiliates i) each Seller may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates such Seller is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such PersonPerson and (ii) the restrictions in this Section 6.07 shall not apply if the Sellers are employed, advising, consulting or otherwise engaged in some capacity by the Buyer. (b) During the Restricted Period, neither of each Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b6.07(b) shall prevent Seller, SED such Seller or any of their its Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or BuyerBuyer without a cause, or (ii) after 270 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, neither of each Seller nor SED shallshall not, nor 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 any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company GroupCompany. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 6.07 would give rise to irreparable harm to Buyer and DSSBuyer, 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 or SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 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 expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 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”), neither of no Seller nor SED shall, nor and shall not permit any of its his Affiliates to, directly or indirectly, : (i) engage in or assist others in engaging in logistic management services and supply chain solutions, including last mile delivery service (the “Restricted Business Business”) in the State of Utah (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, shareholderstockholder, director, officer, member, manager, employee, contractor, principal, agent, trustee volunteer, intern, advisor, or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether only if formed prior to or after the date of this AgreementAgreement and only in respect of business relationships for business solely conducted in the Territory) between any member of the Company Group and customers or suppliers of any member of the Company Groupin the Territory. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates each and every Seller may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange or over-the-counter market if none of Seller, SED or any of their Affiliates such Seller is not a controlling Person of, or a member of a group which that controls, such Person and do does not, in the aggregate, directly or indirectly, own 5in excess of 4.99% or more of any class of securities of such Person. (b) During the Restricted Period, neither of no Seller nor SED shall, nor and shall not permit any of its his Affiliates to, directly or indirectly, hire or solicit any current or former employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such the Company’s employment, except pursuant to a general solicitation which that is not directed specifically to any such employees; provided, that however, nothing in this Section 5.06(b6.04(b) shall prevent Seller, SED any Seller or any of their his Affiliates from hiring any employee whose employment has been terminated by the Company Group or BuyerCompany. (c) During the Restricted Period, neither of Each Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company Group. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 Section 6.04 would give rise to irreparable harm to Buyer and DSSBuyer, 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 such Seller or SED of any such obligations, Buyer or DSS 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 petition a court of competent jurisdiction for 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 such Seller requesting the Court to order the Buyer to post bond). (ed) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 Section 6.04 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 6.04 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdictionjurisdiction or any Governmental Order, then any court of competent jurisdiction 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 LawLaw or such Governmental Order. The covenants contained in this Section 5.06 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 Seller agrees that for a period of five (5) years commencing on the Closing Date (the “Restricted Period”), neither commencing from the Effective Time until the fifth anniversary of the date hereof, Seller nor SED shall, nor shall permit any of its Affiliates to, will not directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have whether as an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacityowner, including as a partner, shareholderstockholder, memberjoint venturer, corporate officer, director, employee, consultant, principal, agenttrustee, trustee lender or consultant; licensor, or (iii) intentionally interfere in any material respect other similar capacity whatsoever, of or for any person, firm, partnership, company or corporation (other than for Purchaser or any of its affiliates): (a) engage, own, manage, operate, sell, finance, control or participate in the engagement, ownership, management, operation, sales, finance or control of any business that competes with the Business; (b) approach or solicit in connection with a competing business relationships (whether formed prior purpose, or divert, interfere with or take away, or attempt to approach or after solicit in connection with a competing business purpose, or divert, interfere or take away, the date business or patronage of this Agreement) between any member of the Company Group and clients, customers or suppliers of any member of the Company Group. Notwithstanding the foregoing clause Target which are presently existing clients, customers or suppliers; or (ii), Seller, SED or their Affiliates may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates is not a controlling Person of, or a member of a group which controls, such Person and do not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (bc) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, hire recruit or solicit any employee of the Company Group person who is employed by Target, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller, SED or any of their Affiliates from hiring any employee whose employment has been terminated by the Company Group or Buyer. (c) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, solicit or entice, induce or attempt to solicit induce or enticetake any action which is intended to induce any employee of Target to terminate his or her employment with, or otherwise cease his or her relationship with Target or interfere in any clients manner with the contractual or customers employment relationship between Target and any employee of any member Target. The restrictions set forth in this Paragraph 1 shall be effective within all cities, counties and states of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company Group. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to Buyer and DSS, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions Geographic Area. Notwithstanding anything contained in this Section 5.06 1, (i) the ownership of securities of any company owning or operating a Business is permitted, if such securities are reasonable and necessary to protect the legitimate interests of Buyer and DSS publicly traded on a national securities market and constitute a material inducement to each less than 5% of Buyer the outstanding stock thereof, and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In (ii) in the event LMI wrongfully terminates that any covenant contained in this Section 5.06 should ever be adjudicated to exceed certain Confidential Endorsed Supplier Agreement by and between Seller and LMI, dated May 2, 1998 (the time“Supplier Agreement”), geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 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 Seller shall not invalidate be restricted from contracting with or render unenforceable the remaining covenants or provisions hereof, marketing competitive businesses to its members and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any potential members as an endorsed supplier consistent with its business with other jurisdictionendorsed suppliers.

Non-Competition; Non-Solicitation. (a) For a The Participant shall not, at any time during the Participant’s employment or service with the Company or during the 12 month period of five (5) years commencing on following the Closing Date termination thereof for any reason (the “Restricted Period”), neither directly or indirectly engage in, have any equity interest in, or manage or operate any Person, firm, corporation, partnership, business, or entity (whether as director, officer, employee, agent, representative, partner, security holder, consultant, or otherwise) that engages (either directly or through any subsidiary or Affiliate thereof) in any business or activity that competes with any of Seller nor SED shall, nor shall permit the businesses of the Company or any of its Affiliates toAffiliates; provided, directly that upon a sale, transfer, or indirectlyother disposition of all or substantially all of the Common Stock, (i) engage in business, or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member assets of the Company Group and customers or suppliers of any member to an entity that is not an Affiliate of the Company GroupCompany, the restrictions described in this Section 8(a) shall no longer apply. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED the Participant shall be permitted to acquire a passive stock or their Affiliates may own, directly equity interest in such a business whose stock or indirectly, solely as an investment, securities of any such Person that equity interests are publicly traded on any a national securities exchange if none of Sellerexchange, SED provided that the stock or any of their Affiliates other equity interest acquired is not a controlling Person of, or a member more than five percent of a group which controls, the outstanding interest in such Person and do not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Personbusiness. (b) During The Participant shall not, at any time during the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectlyindirectly (i) solicit, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller, SED or any of their Affiliates from hiring any employee whose employment has been terminated by the Company Group or Buyer. (c) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, solicit or enticeinduce, or attempt to solicit or enticeinduce any officer, any clients director, employee, or customers of any member independent contractor of the Company Group or potential clients any of its direct or customers indirect subsidiaries or Affiliates, to terminate his or her relationship with, or to leave the employ or service of, the Company or any such subsidiary or Affiliate, or to interfere in any way with the relationship between the Company or any such subsidiary or Affiliate, on the one hand, and any officer, director, employee, or independent contractor thereof, on the other hand, (ii) hire (or otherwise engage in a service relationship) any Person (in any capacity whether as an officer, director, employee, or consultant) who is or at any time was an officer, director, employee, or consultant of the Parent or any member of its direct or indirect subsidiaries until six months after such individual’s relationship (whether as an officer, director, employee, or consultant) with the Company or such subsidiary or Affiliate has ended, or (iii) induce or attempt to induce any customer, supplier, prospect, licensee, or other business relation of the Company Group for purposes or any of diverting their its direct or indirect subsidiaries or Affiliates to cease doing business or services from any member of with the Company Groupor such subsidiary of Affiliate, or in any way interfere with the relationship between any such customer, supplier, prospect, licensee, or business relation, on the one hand, and the Company or such subsidiary or Affiliate, on the other hand. (dc) Each of Seller and SED acknowledges In the event that a breach or threatened breach the terms of this Section 5.06 would give rise to irreparable harm to Buyer and DSS, for which monetary damages would not 8 shall be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach determined by Seller or SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any requirement other respect, it will be interpreted to post bond). (e) Each extend only over the maximum period of Seller and SED acknowledges that time for which it may be enforceable, over the restrictions contained in this Section 5.06 are reasonable and necessary maximum geographical area as to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 should ever which it may be adjudicated to exceed the time, geographic, product or serviceenforceable, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum timeextent in all other respects as to which it may be enforceable, geographic, product or service, or other limitations permitted all as determined by applicable Law. The covenants contained such court in this Section 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 jurisdictionaction.

Non-Competition; Non-Solicitation. (a) For a period of five one (51) years year commencing on the Closing Date (the “"Restricted Period”"), neither of Seller nor SED shall▇▇▇▇▇▇▇ shall not, nor and shall not permit any of its his Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company GroupCompany. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates ▇▇▇▇▇▇▇ may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates Seller is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own five percent (5% %) or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shall▇▇▇▇▇▇▇ shall not, nor and shall not permit any of its his Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b6.06(b) shall prevent Seller, SED ▇▇▇▇▇▇▇ or any of their his Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or BuyerBuyer or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, neither of Seller nor SED shall▇▇▇▇▇▇▇ shall not, nor and shall not permit any of its his Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company GroupCompany. (d) Each of Seller and SED ▇▇▇▇▇▇▇ acknowledges that a breach or threatened breach of this Section 5.06 6.06 would give rise to irreparable harm to Buyer and DSSBuyer, 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 SED ▇▇▇▇▇▇▇ of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED ▇▇▇▇▇▇▇ acknowledges that the restrictions contained in this Section 5.06 6.06 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 6.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 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. (f) For the avoidance of doubt, neither ▇▇▇▇▇▇▇▇▇ nor Pierre, nor any of their respect Affiliates (with the exception of the Company and ▇▇▇▇▇▇▇), shall be subject to the restrictions under this Section 6.06.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), neither of Seller nor SED no Restricted Person shall, nor and no Restricted Person shall permit any of its their respective Affiliates or any of the respective Representatives of any of the foregoing to, directly or indirectly, indirectly (i) other than pursuant to employment or consulting agreements with Buyer or the Company or any of their Affiliates own, hold interests in, manage, operate, control or participate in (whether as principal, manager, employee, agent, officer, shareholder, director, partner, member or otherwise), consult with, render services for, or in any other manner engage in or assist others in engaging in the Restricted Business in the Territory; or (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company GroupCompany. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates a Restricted Person may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates such Restricted Person is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 52% or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED no Restricted Person shall, nor and no Restricted Person shall permit any of its their respective Affiliates or any of the respective Representatives of any of the foregoing to, directly or indirectly, hire (i) induce or solicit attempt to induce any employee or independent contractor of the Company Group to terminate their employment or encourage any such employee to leave such employment engagement with the Company, (ii) otherwise interfere with or disrupt the Company’s relationship with its employees or independent contractors, or (iii) solicit, entice, or hire any such employee or independent contractor of the Company who has left the Company during the twelve (12) month period prior to such employmenthiring. Notwithstanding the foregoing, except pursuant to no Restricted Person shall be prohibited from conducting generalized searches by use of general advertisements or solicitations, including advertisements or solicitations through newspapers, internet or other media of general circulation or engaging and using a general solicitation which is search firm not directed specifically to any such employees; provided, that nothing targeted at the individuals described in this Section 5.06(b) shall prevent Seller, SED or any of their Affiliates from hiring any employee whose employment has been terminated by the Company Group or Buyer6.03(b). (c) During the Restricted Period, neither of Seller nor SED no Restricted Person shall, nor and no Restricted Person shall permit any of its their respective Affiliates or any of the respective Representatives of any of the foregoing to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients clients, customers, or customers of any member other business relations of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their engaging in the Restricted Business or interfering with the relationship between any such client, customer, or business or services from any member of relation and the Company Groupfor purposes of engaging in the Restricted Business. (d) Each of Seller and SED Restricted Person acknowledges that a breach or threatened breach of this Section 5.06 Sections 6.03(a), 6.03(b) and 6.03(c) would give rise to irreparable harm to Buyer and DSSits Affiliates, 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 SED any Restricted Person of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). In addition, in the event of any breach or violation by any Restricted Person of any of the provisions in Sections 6.03(a), 6.03(b) and 6.03(c), the time period of such covenant shall be tolled during the period of such breach or violation. (e) Each of Seller and SED Restricted Person acknowledges that the restrictions contained in this Section 5.06 Sections 6.03(a), 6.03(b) and 6.03(c) are reasonable and necessary to protect the legitimate interests of Buyer and DSS its Affiliates and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this AgreementTransactions. In the event that any covenant contained in this Section 5.06 Sections 6.03(a), 6.03(b) and 6.03(c) should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 Sections 6.03(a), 6.03(b) and 6.03(c) and each provision hereof thereof 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 following the Closing Date (and in the “Restricted Period”case of Section 7.6(a)(v) indefinitely), neither or one (1) year following the termination of Seller nor SED shallemployment with the Company, nor whichever occurs later, each Member agrees that he shall permit any of its Affiliates tonot, directly or indirectlyindirectly through any Person or any Affiliate thereof, entity or contractual arrangement: (i) engage in the Business or assist others any segment thereof anywhere in engaging the world (the “Restricted Territory”), it being acknowledged by such Member the Group Companies engage in the Business throughout the Restricted Territory; (ii) acquire, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, consult with or perform services for, lend money or capital to, invest capital in, or be connected in any manner with, including, without limitation, as a partner or through stock ownership in, any business or Person that engages in the Business or any segment thereof anywhere in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or ; (iii) intentionally interfere in any material respect with the business relationships (whether formed prior solicit, offer employment to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company Group. Notwithstanding the foregoing clause (ii), Seller, SED or their Affiliates may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates is not a controlling Person of, or a member of a group which controls, such Person and do not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any individual that is an employee or consultant of a Group Company or otherwise induce or attempt to induce (whether for their own account or for the account of any other Person) any individual that is an employee or consultant of a Group Company to leave the employ of such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employeesGroup Company; provided, however, that nothing in this Section 5.06(b7.6(a)(iii) shall prevent Sellerprohibit any such party from: (i) using general solicitations (including through search firms) not targeted at employees of the Group Companies, SED or employing any person who responds to such solicitation; (ii) hiring, employing or discussing employment with any person who contacts such party independently without any solicitations by such party or (iii) soliciting any person who has left the employment of the Group Companies at least twelve (12) months prior to such party soliciting such person; (iv) induce or attempt to induce any customer, supplier, licensee or other business relation of a Group Company to cease doing business with such Group Company or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Group Companies; or (v) disparage Parent or any of its Affiliates (including, after the Closing, the Group Companies) in any way that could adversely affect the goodwill, reputation or business relationships of Parent or any of its Affiliates with the public generally, or with any of their Affiliates customers, suppliers or employees. (b) Each Member acknowledges that if it breaches any obligation under this Section 7.6, Parent will suffer immediate and irreparable harm and damage for which money alone cannot fully compensate, and Each Member therefore agrees that upon such breach or threatened breach, Parent shall be entitled to seek a temporary restraining order, preliminary injunction, permanent injunction or other injunctive relief, without posting any bond or other security, barring the other party from hiring violating any employee whose employment has been terminated by such provision. This Section 7.6(b) shall not be construed as an election of any remedy, or as a waiver of any right available to Parent under this Agreement or the Company Group or BuyerLaw, including the right to seek damages for a breach. (c) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company Group. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to Buyer and DSS, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from If a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges determines that the restrictions contained in character, duration or geographical scope of the provisions of this Section 5.06 7.6 are unreasonable, it is the intention and the agreement of the parties that these provisions shall be construed by the court in such a manner as to impose only those restrictions on any Member’s conduct that are reasonable in light of the circumstances and as are necessary to protect assure to Parent the legitimate interests benefits of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In If, in any judicial proceeding, a court shall refuse to enforce all of the event that any covenant contained in separate covenants of this Section 5.06 should ever be adjudicated 7.6 because taken together they are more extensive than necessary to exceed assure to Parent the timeintended benefits of this Agreement, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court it is expressly empowered understood and agreed by the parties that the provisions hereof that, if eliminated, would permit the remaining separate provisions to reform be enforced in such covenantproceeding, and such covenant shall be deemed reformedeliminated, in for the purposes of such jurisdiction to the maximum timeproceeding, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in from this Section 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 jurisdictionAgreement.

Non-Competition; Non-Solicitation. (a) For a period of five one (51) years year commencing on the Closing Date (the “Restricted Period”), neither of Seller nor SED shallSellers shall not, nor and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; , (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholderstockholder, member, employee, principal, agent, trustee or consultant; , or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company GroupCompany. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates a Seller may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates such Seller is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shallSellers shall not, nor and shall not permit any of its their Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b6.03(b) shall prevent Seller, SED Sellers or any of their Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Buyer, or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, neither of Seller nor SED shallSellers shall not, nor 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 any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company GroupCompany. (d) Each of Seller and SED acknowledges Sellers acknowledge that a breach or threatened breach of this Section 5.06 6.03 would give rise to irreparable harm to Buyer and DSSBuyer, 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 SED Sellers of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges Sellers acknowledge that the restrictions contained in this Section 5.06 6.03 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 6.03 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 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 (5) three years commencing on the Closing Date (the “Restricted Period”), neither of each Seller nor SED shallagrees that he or she shall not, nor and that he or she shall not permit any of its his or her Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company GroupCompany. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates each Seller may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates such Seller is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectlyindirectly (including with his or her spouse), own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither of each Seller nor SED shallagrees that he or she shall not, nor and that he or she shall not permit any of its his or her Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b6.02(b) shall prevent Seller, SED a Seller or any of their his or her Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or BuyerBuyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, neither of each Seller nor SED shallagrees that he or she shall not, nor and shall not permit any of its his or her Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company GroupCompany. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 6.02 would give rise to irreparable harm to Buyer and DSSBuyer, 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 or SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 6.02 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 6.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 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.

Non-Competition; Non-Solicitation. (a) For a period of five six (56) years commencing on the Closing Date (the “Restricted Period”), neither of Seller nor SED shalleach Party shall not, nor and shall not permit any of its Affiliates to, directly or indirectly, except as expressly contemplated by the MOU, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Windset Group and customers or suppliers of any member of the Company Windset Group. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates of the Corporation may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates such affiliate is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During For a period of three (3) years commencing on the Restricted Closing Date (the “Non- Solicitation Period”), neither of Seller nor SED shalleach Party shall not, nor and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company Windset Group or the Investor, as applicable, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b5.03(b) shall prevent Sellerthe Windset Group, SED the Investor or any of their its respective Affiliates from hiring (i) any employee whose employment has been terminated by the Company Windset Group or Buyerthe Investor, as applicable, or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Non-Solicitation Period, neither of Seller nor SED shalleach Party shall not, nor 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 any member of the Company Windset Group or potential clients or customers of any member of the Company Windset Group for purposes of diverting their business or services from any member of the Company Windset Group. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to Buyer and DSS, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED Party acknowledges that the restrictions contained in this Section 5.06 5.03 are reasonable and necessary to protect the legitimate interests of Buyer the Investor and DSS the Corporation and constitute a material inducement to each of Buyer and DSS the Parties to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 5.03 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 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 twenty-four months commencing on the Closing Date (the “Restricted Period”), neither each member of Seller nor SED shall, nor the Management Group agrees that he or she shall permit any of its Affiliates tonot, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any the Company. Notwithstanding the foregoing, (x) each member of the Company Group. Notwithstanding the foregoing clause (ii), Seller, SED or their Affiliates Management Group may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none such member of Seller, SED or any of their Affiliates the Management Group is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such PersonPerson and (y) nothing in this Section 5.08 shall restrict any member of the Management Group or any of their respective Affiliates from, directly or indirectly, owning or operating a Permitted Gaming Business, including under any owner or operator gaming licensing. (b) During the Restricted Period, neither each member of Seller nor SED shall, nor shall permit any of its Affiliates tothe Management Group agrees that it will not, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller, SED or any of their Affiliates from hiring any employee whose employment has been terminated by the Company Group or Buyer. (c) During the Restricted Period, neither each member of Seller nor SED shall, nor shall permit any of its Affiliates tothe Management Group agrees that it will not, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company GroupCompany. (d) Each member of Seller and SED the Management Group acknowledges that a breach or threatened breach of this Section 5.06 would 5.08 may give rise to irreparable harm to Buyer and DSSBuyer, 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 SED such member of the Management Group of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED The Management Group acknowledges that the restrictions contained in this Section 5.06 5.08 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 5.08 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 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”), neither of Seller nor SED shallshall not, nor and shall not permit any of its controlled Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an economic interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and its customers or suppliers of the Company; or (iv) disparage the Company, its business, products or services, or any member of the Company Groupits officers, directors or employees. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED Seller or their its controlled Affiliates may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates Seller is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 52% or more of any class of securities of such Person. (b) During For a period of two (2) years commencing on the Restricted PeriodClosing Date, neither of Seller nor SED shallshall not, nor and shall not permit any of its controlled Affiliates to, directly or indirectly, hire or solicit any key employee of the Company Group or encourage any such key employee to leave such employment or hire any such key employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller, SED Seller or any of their its controlled Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or BuyerBuyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, neither of Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, solicit or entice, entice or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company GroupCompany. (d) Each Notwithstanding anything contained herein to the contrary, the covenants contained in Section 5.06 shall not (i) apply to Seller or its Affiliates upon the occurrence of a change of control of Seller and SED or (ii) prevent Seller or its Affiliates from, directly or indirectly, acquiring one or more entities that compete with the Restricted Business so long as the amount of revenue such acquired entity derives from the portion of its business which is in competition with the Restricted Business or the assets of such portion of its business comprise less than 20% of the total assets or revenue of the acquired entity. (e) Seller acknowledges that a breach or threatened breach of Section 5.05 or this Section 5.06 would may give rise to irreparable harm to Buyer and DSSBuyer, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond)jurisdiction. (ef) Each of Seller and SED acknowledges that the restrictions contained in Section 5.05 and this Section 5.06 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in Section 5.05 or this Section 5.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in Section 5.05 and this Section 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.

Non-Competition; Non-Solicitation. (a) For In consideration of the Purchase Price to be received from Buyer under this Agreement (or in the case of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to be received from Sellers subsequent to Closing), Sellers agree that, for a period of five two (52) years commencing on after the Closing Date Date, none of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Sellers or any entity controlled by the Sellers (collectively the “Restricted PeriodPersons”), neither of Seller nor SED shall, nor ) shall permit any of its Affiliates to, directly or indirectly, do any of the following: (i) engage in, or invest in, own, manage, operate, finance, control, be employed by, associated with or in any manner connected with, or render services or advice to, any individual or entity engaged in or assist others planning to become engaged in, or any other business whose products or activities compete in engaging whole or in part with, the Company, the Buyer, and/or their respective Affiliates anywhere in the United States, provided, however, the Restricted Business in the Territory; Persons may passively invest in, or own up to, two percent (2%) of any such entity; (ii) have an interest in any Person that engages directly induce or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior attempt to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company Group. Notwithstanding the foregoing clause (ii), Seller, SED or their Affiliates may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates is not a controlling Person of, or a member of a group which controls, such Person and do not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, hire or solicit induce any employee of the Company Group (or encourage any other employee or consultant of the Buyer and/or its Affiliates) to leave the employ of the Company and/or solicit, offer employment to, otherwise attempt to hire, employ, or otherwise engage as an employee or consultant, any such employee to leave such employment of the Company (or hire any such other employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employeesor consultant of the Buyer and/or its Affiliates); provided, however, the Restricted Persons are not prohibited from (A) making general solicitations through recruiters, newspapers, the Internet or otherwise, and (B) hiring unsolicited persons that nothing in this Section 5.06(bcontact the Restricted Persons for employment; or (iii) shall prevent Seller(A) induce or attempt to induce any Person that was a customer of the Company at any time during the one (1) year period preceding the Closing Date to cease doing business with the Company, SED or the Buyer and/or any of their Affiliates from hiring respective Affiliates, and/or (B) in any employee whose employment has been terminated by way interfere with the Company Group or Buyer. (c) During relationship between the Restricted PeriodCompany, neither of Seller nor SED shall, nor shall permit the Buyer and/or any of its their respective Affiliates toand any such customer, directly or indirectly, and/or (C) solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company Group. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to Buyer and DSS, 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 SED of any such obligationscustomer of the Company, the Buyer or DSS shall, and/or any of their respective affiliates in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions manner whatsoever. Notwithstanding anything contained in this Section 5.06 are reasonable 8.4(a) to the contrary: (1) Sellers may continue to operate the businesses in which the Sellers’ “Crisis Management and necessary to protect Preparedness Services” and “Fraud and SIU Services” business units operate as of the legitimate interests Closing Date provided that (A) such business units do not compete with any products or services offered by the Company and (B) Sellers comply with and enforce against ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ the provisions of Buyer Sections 8.4(a)(ii) and DSS and constitute a material inducement to each 8.4(a)(iii). For purposes of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 should ever be adjudicated to exceed the time, geographic(X) “Crisis Management and Preparedness Services” means strategic advice, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenantrecovery services, and such covenant shall be deemed reformedplanning, prevention and other consulting services related thereto for governments, universities, hospitals and companies in such jurisdiction to the maximum timeconnection with disaster mitigation, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability continuity of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereofoperations, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdictionemergency management, and (Y) “Fraud and SIU Services” means anti-fraud services and resources, including the promotion of operational efficiencies and the web-based GlobalTrak platform, for insurance carriers, third-party administrators, law firms, companies, and the public sector.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), neither of Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; or (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, equity holder, member, manager, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of Company or Sub, on the Company Group one hand, and customers or suppliers of any member of Company or Sub, on the Company Groupother hand, with respect to the Restricted Business in the Territory. Notwithstanding the foregoing clause foregoing, (ii), Seller, SED or their Affiliates i) Seller may own, directly or indirectly, solely as an investmenta financial investor, securities of any such Person that are traded on would otherwise be prohibited by the preceding sentence, provided Seller neither, directly or indirectly, owns 10% or more of any national class of securities exchange if none of Sellersuch Person, SED or any of their Affiliates nor is not a controlling Person of, or a member of a group which controls, such Person Person; and do not(ii) any non-employee board members of Seller, other than CSL Capital Management, LLC or its controlled Affiliates, may hold positions on boards of other companies that engage in the aggregate, directly or indirectly, own 5% or more Restricted Business; and (iii) Seller and its controlled Affiliates shall be able to continue to invest in companies that are not primarily in the Restricted Business as of any class of securities the date of such Personinvestment nor have the intention as of such date to enter into business competitive with Company; provided, however, that during the Restricted Period Seller and its Affiliates will not direct or encourage such companies to enter into the Restricted Business in the Territory. (b) During the Restricted Period, neither of Seller nor SED shallshall not, nor and shall not permit any of its controlled Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or Sub, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b6.7(b) shall prevent Seller, SED Seller or any of their its Affiliates from hiring (i) any employee whose employment has been terminated by Company, Sub, or Buyer, or (ii) after one year from the date of termination of employment, any employee whose employment has been terminated by the Company Group or Buyeremployee. (c) During the Restricted Period, neither of Seller nor SED shallshall not, nor 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 any member of the Company Group or Sub, or potential clients or customers of any member of the Company Group or Sub, for purposes of diverting their business or services from any member of the Company Groupor Sub. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 6.7 would give rise to irreparable harm to Buyer and DSSBuyer, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 6.7 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 6.7 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 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) 5 years commencing on the Closing Date (the “"Restricted Period”"), neither each of Seller nor SED shallthe Vendors shall not, nor and shall not permit any of its Affiliates toAffiliates, directly or indirectly, without the prior written consent of the Purchasers to: (i) engage in or assist others in engaging in the Restricted Business in the TerritoryProvince of British Columbia (the "Restricted Jurisdiction"); (ii) have an interest in any Person that engages whose business is competitive, directly or indirectly in indirectly, with the Restricted Business in the Territory in any capacityBusiness, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; (iii) acquire any Person who engages in, or intends to engage in, the Business, or (iiiiv) intentionally interfere in any material respect with the business relationships (whether formed prior to before or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company GroupCompany. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates each of the Vendors may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities stock exchange if none of Seller, SED or any of their Affiliates the respective Vendor is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 51% or more of any class of securities of such Person. (b) During the Restricted Period, neither each of Seller nor SED shallthe Vendors shall not, nor and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of Employee, Purchaser Employee, or Independent Contractor engaged by the Company Group Purchasers or its Affiliates, or encourage any such employee Employee, Purchaser Employee, or Independent Contractor engaged by the Purchasers or its Affiliates to leave such his or her employment or position, or hire or engage, as applicable, any such employee Employee, Purchaser Employee, or Independent Contractor engaged by the Purchasers or its Affiliates who has left such employmentemployment or position, except pursuant to a general solicitation which that is not directed specifically to any such employeesindividual; provided, provided that nothing in this Section 5.06(b5.8(b) shall prevent Seller, SED any of the Vendors or any of their its Affiliates from soliciting, hiring or engaging, as applicable: (i) any employee Employee, Purchaser Employee, or Independent Contractor engaged by the Purchasers or its Affiliates whose employment or engagement has been terminated by the Company Group or BuyerPurchasers; or (ii) after 365 days from the date of termination of employment or engagement, any Employee, Purchaser Employee, or Independent Contractor engaged by the Purchasers or its Affiliates whose employment or engagement has been terminated by the Employee, Purchaser Employee, or Independent Contractor engaged by the Purchasers or its Affiliates, as applicable. (c) During the Restricted PeriodPeriod and within the Restricted Jurisdiction, neither each of Seller nor SED shallthe Vendors shall not, nor and shall not permit any of its their Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients clients, or customers of any member of the Company Group Company, the Purchaser or its Affiliates or potential clients or customers of any member of the Company Group Company, the Purchaser or its Affiliates for purposes of diverting their business or services from any member of the Company GroupCompany, the Purchasers or its Affiliates. (d) Each of Seller and SED the Vendors acknowledges that a breach or threatened breach of this Section 5.06 5.8 would give rise to irreparable harm to Buyer and DSSthe Purchasers, 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 or SED any of the Vendors of any such obligations, Buyer or DSS the Purchasers shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an interim or permanent injunction, specific performance and any other relief that may be available from a court of competent equitable jurisdiction (without any requirement to post bonda bond or other security). (e) Each of Seller and SED the Vendors acknowledges that the restrictions contained in this Section 5.06 5.8 are reasonable and necessary to protect the legitimate interests of Buyer and DSS the Purchasers and constitute a material inducement to each of Buyer and DSS to enter the Purchaser entering into this Agreement and consummate consummating the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 5.8 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. (f) The parties hereto intend that the conditions set forth in section 56.4(7) of the Tax Act have been satisfied such that section 56.4(5) of the Tax Act applies to any "restrictive covenants" (as defined in section 56.4(1) of the Tax Act) granted by each of the Vendors under this Agreement with respect to the Business carried on by the Company (collectively, the "Restrictive Covenants"). Accordingly, the parties hereto acknowledge and agree that: (i) no proceeds shall be received or receivable by any of the Vendors for granting the Restrictive Covenants for purposes of section 56.4(7)(d) of the Tax Act; and (ii) the Restrictive Covenants are integral to this Agreement and have been granted to maintain or preserve the fair market value of the Shares. In furtherance of the foregoing, the Purchaser agrees to co‐operate with each of the Vendors and to execute the requisite tax election should a Vendor elect to take advantage of and prepare and file such an election.

Non-Competition; Non-Solicitation. (a) For a period of five three (53) years commencing on the Closing Date (the “Restricted Period”), neither of Seller nor SED shallthe Stockholders shall not, nor and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the United States of America (the “Territory”); (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Parent or the Company Group and customers or suppliers of any member of the Parent or the Company; provided, that nothing in this Section 5.14(a) shall prohibit the Stockholders from performing services for Parent or the Company Grouppost-Closing or from owning shares of Parent Stock or other securities of Parent. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates each Stockholder may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates Stockholder is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% two percent (2%) or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shallthe Stockholders shall not, nor and shall not permit any of its their Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or Parent or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b5.14(b) shall prevent Seller, SED the Stockholders or any of their Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or BuyerParent or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, neither of Seller nor SED shallthe Stockholders shall not, nor and shall not permit any of its their Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of Parent or the Company Group or potential clients or customers of any member of Parent or the Company Group for purposes of diverting their business or services from any member of Parent or the Company GroupCompany. (d) During the Restricted Period, the Stockholders shall not, and shall not permit any of their Affiliates to, directly or indirectly, make any disparaging statement or other negative statement, either written or oral, regarding Parent or the Company, their respective Affiliates, officers, mangers, directors, businesses, or the products or services thereof. (e) Each of Seller and SED Stockholder acknowledges that a breach or threatened breach of this Section 5.06 5.14 would give rise to irreparable harm to Buyer and DSSParent, 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 SED such Stockholder of any such obligations, Buyer or DSS 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, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (ef) Each of Seller and SED Stockholder acknowledges that the restrictions contained in this Section 5.06 5.14 are reasonable and necessary to protect the legitimate interests of Buyer and DSS Parent and constitute a material inducement to each of Buyer and DSS Parent to enter into this Agreement and consummate the transactions contemplated by this AgreementTransactions. In the event that any covenant contained in this Section 5.06 5.14 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Lawlaw. The covenants contained in this Section 5.06 5.14 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 hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (g) Stockholders’ Representative may terminate the covenants in Section 5.14. (h) (a), (b), or (c) at any time during the Restricted Period if (i) any portion of the Subsequent Payment is not paid and delivered when due, (ii) any portion of the Earn-Out Payment is not paid when due (except and only to the extent that Parent is contesting the same in good faith in accordance with Section 1.4(e)(vi)) and such non-payment is not cured within twenty (20) calendar days after written notice is given by Stockholder’s Representative to Parent.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on Each Seller Party agrees that for the Closing Date (the “Restricted Period”), neither of such Seller nor SED shallParty shall not, nor and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the any Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholderstockholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of (A) the Company Group and its Affiliates (including the Buyer), on the one hand, and customers or suppliers of any member of such Persons, on the other hand; or (B) the Company Group. Notwithstanding and its Affiliates (including the foregoing clause (iiBuyer), Selleron the one hand, SED or their Affiliates may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates is not a controlling Person of, or a member of a group which controls, such Person and do not, in the aggregate, directly or indirectly, own 5% or more of any class of securities employees of such PersonPersons, on the other hand. (b) During Each Seller Party agrees that during the Restricted Period, neither of such Seller nor SED shallParty shall not, nor and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or its Affiliates (including DP-NXA, Parent and Buyer) or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, . Each Seller Party agrees that nothing in this Section 5.06(b) shall prevent Seller, SED or any of their Affiliates from hiring any employee whose employment has been terminated by the Company Group or Buyer. (c) During during the Restricted Period, neither of such Seller nor SED shallParty shall not, nor 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 any member of the Company Group or its Affiliates (including DP-NXA, Parent and Buyer), or any potential clients or customers of any member of the Company Group or its Affiliates (including DP-NXA, Parent and Buyer) for purposes of diverting their business or services from the Company or its Affiliates (including DP-NXA, Parent and Buyer) or otherwise providing any member goods or services to such Persons. (c) Each Party agrees that such Party will not, directly or indirectly, during the Restricted Period, engage in any conduct that involves the making or publishing of written or oral statements or remarks (including, without limitation, the repetition or distribution of derogatory rumors, allegations, negative reports or comments) that are disparaging, deleterious or damaging to the integrity, reputation or good will of the Company GroupCompany, DP-NXA, Parent, Buyer, the Seller Parties or any of their respective Affiliates or their respective management, officers, employees, independent contractors or consultants. This provision is not applicable to (i) truthful testimony obtained through subpoena; (ii) any truthful information provided pursuant to investigation by any Governmental Authority; or (iii) any truthful information provided pursuant to any legal action by any Seller Party against Buyer under this Agreement or any of the Ancillary Documents contemplated thereunder asserted by the Seller Party in good faith. (d) Each of Seller and SED Party acknowledges that a breach or threatened breach of this Section 5.06 7.02 would give rise to irreparable harm to Buyer and DSSBuyer, 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 SED Sellers of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED Party acknowledges that the restrictions contained in this Section 5.06 7.02 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 7.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 7.02 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 Subject to Section 5.03(f), for a period of five (5) three years commencing on the Closing Date (or such shorter period as a result of Section 5.03(f), the “Restricted Period”), neither of Seller nor SED shallSellers shall not, nor and shall not permit any of its their Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Surviving Company or Parent and (A) any member vendor, payor or supplier of the Company, the Surviving Company Group and customers or suppliers of Parent or (B) any member of Practice Entity or any other dental practice, dentist or hygienist with which Parent or the Surviving Company Groupconducts business or intends to conduct business following Closing under a Management Services Agreement or otherwise. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates Sellers may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates no Seller is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 51% or more of any class of securities of such Person. For purposes of clarification, the parties agree that neither the Sellers’ ownership of the Shares or the Sellers’ ownership of Equity Securities in the Practice Entities conflicts with or violates the restrictive covenants set forth in this Section 5.03. (b) During the Restricted Period, neither of Seller nor SED shallSellers shall not, nor and shall not permit any of its Affiliates their Affiliates, or any Practice Entity to, directly or indirectly, hire or solicit any employee or independent contractor of the Surviving Company Group or Parent (other than either of the Sellers) or encourage any such employee or independent contractor to leave such employment arrangement or hire any such employee (other than the Sellers) or independent contractor who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) employment or arrangement nor shall prevent Seller, SED or Sellers nor any of their Affiliates from hiring Affiliates, directly or indirectly, solicit or hire any employee whose employment or independent contractor of any Practice Entity or other dental practice with which Parent or the Surviving Company has been terminated by the Company Group or Buyera contractual arrangement. (c) During the Restricted Period, neither of Seller nor SED shallSellers shall not, nor and shall not permit any of its their Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, directly for treatment any clients or customers patient of any member of Practice Entity or any other dental practice or dentist with which the Surviving Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company GroupParent has a contractual relationship. (d) Each of Seller and SED acknowledges Sellers acknowledge that a breach or threatened breach of this Section 5.06 5.03 would give rise to irreparable harm to Buyer Parent and DSSSurviving Company, 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 Sellers (or SED any of Sellers’ Affiliates) of any such obligations, Buyer or DSS Parent and Surviving Company shall, in addition to any and all other rights and remedies that may be available to it them in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges Sellers acknowledge that the restrictions contained in this Section 5.06 5.03 are reasonable and necessary to protect the legitimate interests of Buyer Parent and DSS Surviving Company and constitute a material inducement to each of Buyer Parent and DSS Merger Sub to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 5.03 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 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. (f) Notwithstanding anything to the contrary, this Section 5.03 shall terminate and be of no further force and effect with respect to a Seller upon the first to occur of: (i) Parent or the Surviving Company fails to pay when due any amount to the Seller under his Consulting Agreement, following written notice and a 10 day opportunity to cure and which failure to pay is not the result of the Seller’s breach of his Consulting Agreement (except that the ability to cure is limited to two payments in any twelve month period) or (ii) Parent terminates the Seller’s Consulting Agreement, other than as provided in Section 11 of such Consulting Agreement.

Non-Competition; Non-Solicitation. (a) For a period of five two (52) years commencing on the Closing Date (the “Restricted Period”), neither of Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company GroupCompany. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates Seller may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates Seller is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own five percent (5% %) or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b5.07(b) shall prevent Seller, SED Seller or any of their its Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or BuyerBuyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, neither of Seller nor SED shallshall not, nor 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 any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company GroupCompany. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 5.07 would give rise to irreparable harm to Buyer and DSSBuyer, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 5.07 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 expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 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 two (52) years commencing on the Closing Date (the “Restricted Period”), neither of Seller nor SED shallshall not, nor and shall not permit any of its controlled Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in cause, induce or knowingly encourage any material respect client, customer, supplier or licensor of the Business (including any existing client or customer of Seller or the UK Subsidiary, any Person that was a client or customer of the Business in the six (6) months prior to the Closing, 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 modify any member of the Company Group and customers or suppliers of any member of the Company Groupsuch relationship. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates Seller may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates Seller is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own five percent (5% %) or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shallshall not, nor and shall not permit any of its controlled Affiliates to, directly or indirectly, hire or solicit any employee of person who is offered employment by Buyers pursuant to Section 6.06(d) or is or was employed in the Company Group Business during the Restricted Period, or knowingly encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b6.08(b) shall prevent Seller, SED Seller or any of their its Affiliates from hiring (i) any employee whose employment has been terminated by either Buyer or (ii) after one (1) year from the date of termination of employment, any employee whose employment has been terminated by the Company Group or Buyeremployee. (c) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company Group. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 6.08 would give rise to irreparable harm to Buyer and DSSBuyers, 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 SED of any such obligations, Buyer or DSS 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, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (ed) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 6.08 are reasonable and necessary to protect the legitimate interests of Buyer and DSS Buyers and constitute a material inducement to each of Buyer and DSS Buyers to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 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, 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. The covenants contained in this Section 5.06 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 three (53) years commencing on the Closing Date (the “"Restricted Period”"), neither of Seller nor SED shallthe MIM Owners shall not, nor and shall not permit any of its their Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of SharkReach or the Surviving Company Group and customers or suppliers of any member of SharkReach or the Company GroupSurviving Company. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates the MIM Owners may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates is the MIM Owners are not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) . During the Restricted Period, neither of Seller nor SED shallthe MIM Owners shall not, nor and shall not permit any of its their Affiliates to, directly or indirectly, hire or solicit any employee of SharkReach or the Surviving Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b(g)6.1(g) shall prevent Seller, SED the MIM Owners or any of their Affiliates from hiring (i) any employee whose employment has been terminated by SharkReach or the Surviving Company or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the Company Group or Buyer. (c) employee. During the Restricted Period, neither of Seller nor SED shallthe MIM Owners shall not, nor and shall not permit any of its their Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of SharkReach or the Surviving Company Group or potential clients or customers of any member of SharkReach or the Surviving Company Group for purposes of diverting their business or services from any member of SharkReach or the Company Group. (d) Each of Seller and SED acknowledges Surviving Company. The MIM Owners acknowledge that a breach or threatened breach of this Section 5.06 6.1(g) would give rise to irreparable harm to Buyer and DSSSharkReach or Acquirer, 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 SED them of any such obligations, Buyer or DSS SharkReach and Acquirer shall, in addition to any and all other rights and remedies that may be available to it them in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges . The MIM Owners acknowledge that the restrictions contained in this Section 5.06 6.1(g) are reasonable and necessary to protect the legitimate interests of Buyer SharkReach and DSS Acquirer and constitute a material inducement to each of Buyer SharkReach and DSS Acquirer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 6.1(g) should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable LawLaw (but in no event greater in nature, scope or duration than now set forth in this Section 6.1(g)). The covenants contained in this Section 5.06 6.1(g) and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision in this Section 6.1(g) 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. Reference is made to Section 11.4, which provides for the termination of Section 6.1(g) as provided therein.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), neither of Seller nor SED shall, nor Sellers shall permit any of its Affiliates tonot, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in cause, induce or encourage any material respect 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 the date of this Agreement) between modify any member of the Company Group and customers such actual or suppliers of any member of the Company Groupprospective relationship. Notwithstanding the foregoing clause foregoing, (ii)x) Castle Oil may own the Units, Seller, SED or their Affiliates (y) Sellers may own, directly or indirectly, solely as an investment, securities of any such other Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates Sellers is not a controlling Person of, or a member of a group which controls, such Person so long as the Sellers and their Affiliates do notnot own, in the aggregate, directly or indirectly, own five (5% %) or more of any class of securities of such PersonPerson and (y) the activities of Castle Bronx Terminals, Inc., Castle North Terminals, Inc. and Citadel Assurance Company Inc. shall not be a violation of this Section 6.07(a) so long as they are confined to their current nature and scope and/or are not a Restricted Business. For the purpose of clarity, the restrictions set forth in this Section 6.07 shall apply to the Sellers only, and not to any employee or shareholder of any Seller, or any Affiliate of any employee or shareholder of any Seller (other than a Seller). (b) During the Restricted Period, neither of Seller nor SED shallSellers shall not, nor and shall not permit any of its their Affiliates to, directly or indirectly, hire or solicit any employee of person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Company Group Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b6.07(b) shall prevent Seller, SED Sellers or any of their Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after one year from the date of termination of employment, any employee whose employment has been terminated by the Company Group or Buyeremployee. (c) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company Group. (d) Each of Seller and SED acknowledges Sellers acknowledge that a breach or threatened breach of this Section 5.06 6.07 would give rise to irreparable harm to Buyer and DSSBuyer, 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 SED Sellers of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (ed) Each of Seller and SED acknowledges Sellers acknowledge that the restrictions contained in this Section 5.06 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 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, 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. The covenants contained in this Section 5.06 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 sixty (560) years months commencing on the Closing Date (the “Restricted Period”), neither of Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company GroupCompany. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates Seller may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates Seller is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own [5% %] or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b5.07(b) shall prevent Seller, SED Seller or any of their its Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or BuyerBuyer or (ii) after [180] days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, neither of Seller nor SED shallshall not, nor 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 any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company GroupCompany. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 5.07 would give rise to irreparable harm to Buyer and DSSBuyer, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 5.07 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 expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 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 four (54) years commencing on following the Closing Date (and in the “Restricted Period”case of Section 7.6(a)(v) indefinitely), neither or during the Members’ term of Seller nor SED shallemployment with the Company, nor whichever is greater, each Member agrees that he or she shall permit any of its Affiliates tonot, directly or indirectlyindirectly through any Person or any Affiliate thereof, entity or contractual arrangement: (i) engage in the Business or assist others any segment thereof anywhere in engaging the United States of America (the “Restricted Territory”); (ii) acquire, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, consult with or perform services for, lend money or capital to, invest capital in, or be connected in any manner with, including, without limitation, as a partner or through stock or equity ownership in, any business or Person that engages in the Business or any segment thereof anywhere in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or ; (iii) intentionally interfere in any material respect with the business relationships (whether formed prior solicit, offer employment to or after the date of this Agreement) between hire any member individual that is an employee or consultant of the Company Group and customers or suppliers otherwise induce or attempt to induce (whether for their own account or for the account of any member other Person) any individual that is an employee or consultant of the Company Group. Notwithstanding to leave the foregoing clause (ii), Seller, SED or their Affiliates may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates is not a controlling Person of, or a member of a group which controls, such Person and do not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, hire or solicit any employee employ of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employeesCompany; provided, however, that nothing in this Section 5.06(b7.6(a)(ii) shall prevent Sellerprohibit any such party from: (i) using general solicitations (including through search firms) not targeted at employees of the Company, SED or employing any person who responds to such solicitation; (ii) hiring, employing or discussing employment with any person who contacts such party independently without any solicitations by such party or (iii) soliciting any person who has left the employment of the Company at least twelve (12) months prior to such party soliciting such person; (iv) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company to cease doing business with the Company or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company; or (v) disparage Buyer or any of its Affiliates (including, after the Closing, the Company) in any way that could adversely affect the goodwill, reputation or business relationships of Buyer or any of its Affiliates with the public generally, or with any of their Affiliates customers, suppliers or employees. (b) Each Member acknowledges that if it breaches any obligation under this Section 7.6, Buyer will suffer immediate and irreparable harm and damage for which money alone cannot fully compensate, and each Member therefore agrees that upon such breach or threatened breach, Buyer shall be entitled to seek a temporary restraining order, preliminary injunction, permanent injunction or other injunctive relief, without posting any bond or other security, barring the other party from hiring violating any employee whose employment has been terminated by such provision. This Section 7.6(b) shall not be construed as an election of any remedy, or as a waiver of any right available to Buyer under this Agreement or the Company Group or BuyerLaw, including the right to seek damages for a breach. (c) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company Group. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to Buyer and DSS, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from If a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges determines that the restrictions contained in character, duration or geographical scope of the provisions of this Section 5.06 7.6 are unreasonable, it is the intention and the agreement of the parties that these provisions shall be construed by the court in such a manner as to impose only those restrictions on any Member’s conduct that are reasonable in light of the circumstances and as are necessary to protect assure to Buyer the legitimate interests benefits of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In If, in any judicial proceeding, a court shall refuse to enforce all of the event that any covenant contained in separate covenants of this Section 5.06 should ever be adjudicated 7.6 because taken together they are more extensive than necessary to exceed assure to Buyer the timeintended benefits of this Agreement, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court it is expressly empowered understood and agreed by the parties that the provisions hereof that, if eliminated, would permit the remaining separate provisions to reform be enforced in such covenantproceeding, and such covenant shall be deemed reformedeliminated, in for the purposes of such jurisdiction to the maximum timeproceeding, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in from this Section 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 jurisdictionAgreement.

Non-Competition; Non-Solicitation. (a) For a period of five two (52) years commencing on the Closing Date (the “Restricted Period”)Date, neither of Seller nor SED shalleach Founder shall not, nor and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company GroupCompany. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates any Founder may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates such Founder is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shalleach Founder shall not, nor and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b5.02(b) shall prevent Seller, SED any Founder or any of their respective Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or BuyerBuyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, neither of Seller nor SED shalleach Founder shall not, nor 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 any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company Groupin the Restricted Business. (d) Each of Seller and SED Founder acknowledges that a breach or threatened breach of its restrictions under this Section 5.06 5.02 would give rise to irreparable harm to Buyer and DSSBuyer, 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 SED any Founder of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED Founder acknowledges that the restrictions contained in this Section 5.06 5.02 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 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”), neither of Seller nor SED shallSellers shall not, nor and shall not permit any of its their respective Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, franchisor, franchisee, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group or any Subsidiary and customers or suppliers of any member of the Company Groupor any Subsidiary. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates Sellers may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates is Sellers are not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shallSellers shall not, nor and shall not permit any of its their respective Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or any Subsidiary or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b5.07(b) shall prevent Seller, SED Sellers or any of their Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Buyerany Subsidiary or Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, neither of Seller nor SED shallSellers shall not, nor and shall not permit any of its their respective Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients franchise owner or customers of any member operator of the Company Group or potential clients or customers of any member of the Company Group Subsidiary for purposes of diverting their business or services from any member of the Company Groupor any Subsidiary. (d) Each of Seller and SED acknowledges Sellers acknowledge that a breach or threatened breach of this Section 5.06 5.07 would give rise to irreparable harm to Buyer and DSSBuyer, 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 SED Sellers of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges Sellers acknowledge that the restrictions contained in this Section 5.06 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 5.07 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 expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 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”), neither of each Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company Group. Notwithstanding the foregoing clause (ii)Company; provided, Sellerhowever, SED or their Affiliates that a Seller may own, directly or indirectly, solely as an a passive investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates such Seller (x) is not a controlling Person of, or a member of a group which controls, such Person and do Person, (y) does not, in the aggregate, directly or indirectly, own 5% two percent (2%) or more of any class of securities of such Person, and (z) does not actively engage in the business of such Person or provide any information to such Person in violation of Section 5.02. (b) During the Restricted Period, neither of each Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b5.03(b) shall prevent Seller, SED a Seller or any of their its Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Buyer.Buyer or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee (c) During the Restricted Period, neither of each Seller nor SED shallshall not, nor 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 any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from the Company, or to encourage any member of such Person to cease or reduce their business with the Company GroupCompany. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 5.03 would give rise to irreparable harm to Buyer and DSSBuyer, 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 or SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 5.03 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 5.03 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 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. (f) Nothing in this Section 5.03 shall impair any broader or more extensive covenant under any employment, independent contractor, sales representative, consulting or confidentiality, non-competition, or other similar agreement between any Seller, on the one hand, and Buyer, the Company, or any other Affiliate of Buyer, on the other hand, including without limitation the Non-Competition and Non-Solicitation Agreements. For purposes of this Section 5.03, all references to Buyer shall be deemed to include any and all Affiliates of Buyer.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the day immediately following the Closing Date (the “Restricted Period”), neither of Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in cause, induce or encourage any material respect actual or prospective client, customer, supplier or licensor of either Company, or any other Person who has a material business relationship with either Company, in each case as at the business relationships (whether formed prior Effective Time, to terminate or after the date of this Agreement) between modify any member of the Company Group and customers such actual or suppliers of any member of the Company Groupprospective relationship. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates Seller may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates Seller is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During For the Restricted Period, neither of Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the either Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b5.07(b) shall prevent Seller, SED Seller or any of their its Affiliates from hiring (i) any employee whose employment has been terminated by either Company or Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the Company Group or Buyeremployee. (c) During the Restricted Period, neither of Seller nor SED shallshall not, nor 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 any member of the either Company Group or potential clients or customers of any member of the either Company Group for purposes of diverting their business or services from any member of the Company Groupsuch Company. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 5.07 would give rise to irreparable harm to Buyer and DSSBuyer, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 5.07 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 expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 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.this

Non-Competition; Non-Solicitation. (a) For a period of five (5) 2 years commencing on the Closing Date (the “Restricted Period”), neither each Member holding 10% or more of Seller nor SED shallthe Interests as of the Closing Date (each a “Restricted Member”) shall not, nor and shall permit any of cause its Affiliates not to, directly or indirectly, , (i) engage in or assist others in engaging in the Restricted Business or any business that is competitive with the Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business or any business that is competitive with the Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and clients, customers or suppliers of any member of the Company GroupCompany. Notwithstanding the foregoing clause foregoing, nothing in this Section 7.10 shall prohibit any Restricted Member from (ii), Seller, SED x) performing its obligations under the Transition Services Agreement or their Affiliates may own(y) owning, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates such Restricted Member is not a controlling Person of, or a member of a group which controls, such Person Restricted Member and do does not, in the aggregate, directly or indirectly, own 52% or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shall, nor each Restricted Member shall permit any of its Affiliates tonot, directly or indirectly, hire or solicit any employee or independent contractor of the Company Group or encourage any such employee or independent contractor to leave such employment or relationship with the Company or hire any such employee or independent contractor who has left such employmentemployment or relationship with the Company, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller, SED employees or any of their Affiliates from hiring any employee whose employment has been terminated by the Company Group or Buyercontractors. (c) During the Restricted Period, neither of Seller nor SED shall, nor each Restricted Member shall permit any of its Affiliates tonot, directly or indirectly, solicit or entice, or attempt to solicit or entice, any vendor, suppliers, clients or customers of any member of the Company Group or the Business or potential clients or customers of any member of the Company Group or the Business for purposes of diverting their business or services from any member of the Company Groupor the Business. (d) Each of Seller and SED Restricted Member acknowledges that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to Buyer and DSSBuyer, 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 SED such Restricted Member of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED Restricted Member acknowledges that the restrictions contained in this Section 5.06 7.10 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 7.10 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 7.10 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) a. For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), neither of each Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company GroupCompany. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates Sellers may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates no Seller is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) b. During the Restricted Period, neither of Seller nor SED shallSellers shall not, nor and shall not permit any of its their Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b5.02(b) shall prevent Seller, SED Sellers or any of their Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or BuyerBuyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) c. During the Restricted Period, neither of Seller nor SED shallSellers shall not, nor and shall not permit any of its their Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company GroupCompany. (d) Each of Seller and SED acknowledges ▇. ▇▇▇▇▇▇▇ acknowledge that a breach or threatened breach of this Section 5.06 5.02 would give rise to irreparable harm to Buyer and DSSBuyer, 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 or SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges ▇. ▇▇▇▇▇▇▇ acknowledge that the restrictions contained in this Section 5.06 5.02 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 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 two (52) years commencing on the date of Closing Date (the “Restricted Period”), neither of Seller nor SED shall, nor each Non-Competing Persons shall permit any of its Affiliates to, not directly or indirectlyindirectly anywhere, (i) engage in or assist others in engaging in the Restricted Business in the TerritoryBusiness; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) 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 any member Person who is a customer or supplier of the Company Group and customers or suppliers of any member as of the Company GroupClosing Date or who, to the knowledge of the Non-Competing Persons, becomes a customer or supplier after the Closing Date. For the avoidance of doubt, the foregoing covenant shall apply only in the Restricted Territory. Notwithstanding the foregoing clause foregoing, nothing in this Agreement shall prevent or restrict any Non-Competing Persons from: (ii), Seller, SED or their Affiliates may owni) owning, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates such Non- Competing Persons is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own five percent (5% %) or more of any class of securities of such Person, (ii) engage in research, lecturing, or teaching at (x) an academic institution, (y) non- profit organization, or (z) any domestic or foreign government, (iii) own a passive equity interest in a private debt or equity investment fund in which Non-Competing Persons does not have the ability to control or exercise managerial influence over such fund or provide any consultations for such fund, or (iv) perform any services for Buyer or its Subsidiaries (including, after the Closing, the Company). (b) During the Restricted Period, neither of Seller nor SED shall, nor each Non-Competing Persons shall permit any of its Affiliates to, not hire or directly or indirectly, hire or indirectly solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b5.8(b) shall prevent Seller, SED or any of their Affiliates such Non-Competing Persons from hiring (i) any employee whose employment has been terminated by the Company Group or Buyer, (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee, or (iii) any employee pursuant to general, public solicitations for employment, or using an employee recruiting or search firm to conduct a search, that does not specifically target employees or consultants of the Company or its Subsidiaries. (c) During the Restricted Period, neither of Seller nor SED shall, nor each Non-Competing Persons shall permit any of its Affiliates tonot, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients Person who is known to such Non-Competing Persons to be a client or customers of any member customer of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company GroupCompany. (d) Each of Seller and SED Non-Competing Persons acknowledges that a breach or threatened breach of this Section 5.06 5.8 would give rise to irreparable harm to Buyer and DSSBuyer, 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 SED any Non-Competing Persons of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED Non-Competing Persons acknowledges that the restrictions contained in this Section 5.06 5.8 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 5.8 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 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.48

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), neither of Seller nor SED Parent shall, nor and shall not permit any of its Affiliates their respective Subsidiaries to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company GroupCompany. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED Parent or any of their Affiliates respective Subsidiaries may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED Parent or any of their Affiliates such Subsidiary is not a controlling Person of, or a member of a group which that controls, such Person and do does not, in the aggregate, directly or indirectly, own five percent (5% %) or more of any class of securities of such Person. For the avoidance of doubt, the provisions of this Section 5.02(a) shall not apply to any Person or an Affiliate of any Person (other than Seller, Parent or any of their respective Subsidiaries) that acquires Seller, Parent or any of their respective Subsidiaries, whether such acquisition is by purchase of all or substantially all of the assets of Seller, Parent or any of their respective Subsidiaries, or by merger or transfer of stock or other transaction resulting in the transfer of a majority of the capital stock of Seller, Parent or any of their respective Subsidiaries on a fully diluted basis; provided, however, that the provisions of this Section 5.02(a) shall apply to any Person surviving a direct merger to which Seller, Parent or any of their respective Subsidiaries are a party, but not to any Affiliate thereof (other than Seller, Parent or any of their respective Subsidiaries). (b) During the Restricted Period, neither of Seller nor SED shalland Parent shall not, nor and shall not permit any of its Affiliates their respective Subsidiaries to, directly or indirectly, : (i) hire or solicit any employee of the Company Group or Company; (ii) encourage any such employee to leave such employment employment; or (iii) 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 5.06(b5.02(b) shall prevent Seller, SED Parent or any of their respective Affiliates from hiring (x) any employee whose employment has been terminated by the Company Group or BuyerBuyer without cause or (y) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee; provided, further, that neither (1) a general solicitation of employment in any newspaper, magazine, trade publication or other media not specifically targeted at any of the Company’s employees nor (2) a referral by a recruiter or employment agency that has not specifically targeted any of the Company’s employees (and has been instructed not to do so) shall not, alone, be considered a solicitation for purposes of this Section 5.02(b). (c) During the Restricted Period, neither of Seller nor SED shalland Parent shall not, nor and shall not permit any of its Affiliates their respective Subsidiaries to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group Restricted Customer for purposes of diverting their business or services from any member of the Company Groupor in order to provide services or products competitive with the services or products offered by the Company. (d) Each of Seller and SED Parent each acknowledges that a breach or threatened breach of this Section 5.06 5.02 would give rise to irreparable harm to Buyer and DSSBuyer, 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 SED Parent of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED Parent each acknowledges that the restrictions contained in this Section 5.06 5.02 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this AgreementTransactions. In the event that any covenant contained in this Section 5.06 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 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 (52) years commencing on the Closing Date (the “Restricted Period”), neither of Seller nor SED shallE▇▇▇▇▇▇▇ shall not, nor and shall not permit any of its his Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group Cerberus and its Affiliates and customers or suppliers of any member of the Company GroupCerberus and its Affiliates. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates E▇▇▇▇▇▇▇ may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates E▇▇▇▇▇▇▇ is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shallE▇▇▇▇▇▇▇ shall not, nor and shall not permit any of its his Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group Cerberus or its Affiliates, encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b5.2(b) shall prevent Seller, SED E▇▇▇▇▇▇▇ or any of their his Affiliates from hiring any employee whose employment has been terminated by the Company Group a Cerberus or Buyerits Affiliates. (c) During the Restricted Period, neither of Seller nor SED shallE▇▇▇▇▇▇▇ shall not, nor and shall not permit any of its his Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group Cerberus or its Affiliates or potential clients or customers of any member of the Company Group Cerberus or its Affiliates, for purposes of diverting their business or services from any member of the Company GroupCerberus or its Affiliates. (d) Each of Seller and SED E▇▇▇▇▇▇▇ acknowledges that a breach or threatened breach of this Section 5.06 5.2 would give rise to irreparable harm to Buyer and DSSCerberus, 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 SED E▇▇▇▇▇▇▇ of any such obligations, Buyer or DSS Cerberus shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED . E▇▇▇▇▇▇▇ acknowledges that the restrictions contained in this Section 5.06 5.2 are reasonable and necessary to protect the legitimate interests of Buyer Cerberus and DSS its Affiliates and constitute a material inducement to each of Buyer and DSS Cerberus to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 5.2 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 5.2 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 eighteen (518) years months commencing on the Closing Date (the “Restricted Period”), neither of Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, : (i) engage in or assist others in engaging in the flavored nut butter business (the “Restricted Business Business”) in the United States (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, member, manager, employee, principal, agent, trustee trustee, or consultant; or (iii) intentionally interfere in cause, induce, or encourage any material respect 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 modify any member of the Company Group and customers such actual or suppliers of any member of the Company Groupprospective relationship. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates Seller may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates Seller is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% one percent (1%) or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of person who is or was employed in the Company Group Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, provided that nothing in this Section 5.06(b5.02(b) shall prevent Seller, SED Seller or any of their its Affiliates from hiring any employee whose employment has been terminated by the Company Group or Buyer. (c) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company Group. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 5.04 would give rise to irreparable harm to Buyer and DSSBuyer, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bondbond or other security or to prove actual damages or that monetary damages will not afford an adequate remedy). (ed) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 5.04 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 5.04 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdictionjurisdiction 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 LawLaw or such Governmental Order. The covenants contained in this Section 5.06 5.04 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 the Closing Date (the “Restricted Period”), neither Seller shall not, and shall not permit its majority-in-interest member, controlled Affiliates of Seller nor SED shalland such majority-in-interest member, nor shall permit or any of its Affiliates their respective Subsidiaries to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, manager, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and/or its Subsidiaries, on the one hand, and customers or suppliers of any member of the Company Groupand/or its Subsidiaries, on the other. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates Seller may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any a national securities exchange security exchange, if none of Seller, SED or any of their Affiliates Seller is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee or consultant of the Company Group or any Affiliate, or encourage any such employee or consultant to leave such employment or engagement, or hire any such employee or consultant who has left such employmentemployment or engagement, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller, SED employees or any of their Affiliates from hiring any employee whose employment has been terminated by the Company Group or Buyerconsultants. (c) During the Restricted Period, neither of Seller nor SED shallshall not, nor 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 any member of the Company Group and/or its Subsidiaries or potential clients or customers of any member of the Company Group and/or its Subsidiaries for purposes of diverting their business or services from any member of the Company Groupand/or its Subsidiaries. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 5.07 would give rise to irreparable harm to Buyer and DSSBuyer, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 5.07 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 expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 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. Notwithstanding any provision of this Agreement to the contrary, the provisions of this Section 5.07 shall remain in full force and effect in the event of a breach by Buyer of any provisions of this Agreement.

Non-Competition; Non-Solicitation. (a) For a period of five (5) three years commencing on the Closing Date (the “Restricted Period”), neither of Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group or Company Subsidiary and customers or suppliers of any member of the Company Groupor Company Subsidiary. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates Seller may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates Seller is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the any Company Group or Company Subsidiary or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b5.7(b) shall prevent Seller, SED Seller or any of their its Affiliates from hiring (i) any employee whose employment has been terminated by a Company, Company Subsidiary or Parent or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the Company Group or Buyeremployee. (c) During the Restricted Period, neither of Seller nor SED shallshall not, nor 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 any member of the Company Group or Company Subsidiary or potential clients or customers of any member of the Company Group or Company Subsidiary for purposes of diverting their business or services from any member of the Company Groupor Company Subsidiary. (d) Each Seller shall use its reasonable best efforts to cause its chief executive officer, president, chief operating officer, chief financial officer and general counsel (together the “Seller’s Officers”) to execute written agreements in favor of Parent effective on the Closing Date under which Seller’s Officers agree to non-competition and non-solicitation restrictions substantially similar to those agreed to by Seller and SED in this Section 5.7. (e) Seller acknowledges that a breach or threatened breach of this Section 5.06 5.7 would give rise to irreparable harm to Buyer and DSSParent, 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 SED of any such obligations, Buyer or DSS and Parent shall, in addition to any and all other rights and remedies that may be available to it them in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (ef) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 5.7 are reasonable and necessary to protect the legitimate interests of Buyer and DSS Parent and constitute a material inducement to each of Buyer and DSS Parent to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 5.7 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 5.7 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”), neither none of Seller nor SED the Sellers shall, nor shall any Seller permit any of his or its Affiliates toAffiliates, directly or indirectly, to (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee 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 any member of the Company Group and customers or suppliers of any member of the Company Groupfor the purpose of diverting business away from the Company. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates a Seller may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates Seller is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither none of Seller nor SED the Sellers shall, nor shall any Seller permit any of his or its Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b7.6(b) shall prevent Seller, SED any Seller or any of their Affiliates Affiliate thereof from hiring (i) any employee whose employment has been terminated by the Company Group or Buyerthe Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, neither none of Seller nor SED the Sellers shall, nor shall any Seller permit any of his or its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company GroupCompany. (d) Each of Seller and SED acknowledges The Sellers acknowledge that a breach or threatened breach of this Section 5.06 7.6 would give rise to irreparable harm to Buyer and DSSthe 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 any Seller or SED of any such obligations, the Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges The Sellers acknowledge that the restrictions contained in this Section 5.06 7.6 are reasonable and necessary to protect the legitimate interests of the Buyer and DSS and constitute a material inducement to each of the Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this AgreementContemplated Transactions. In the event that any covenant contained in this Section 5.06 7.6 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law Legal Requirements in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable LawLegal Requirements. The covenants contained in this Section 5.06 7.6 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.

Non-Competition; Non-Solicitation. The Executive acknowledges that the services to be rendered by her to the Company (which, as used in this Section 9, shall be deemed to include the Company and each of its Subsidiaries) are of a special and unique character. In consideration of her employment hereunder, the Executive agrees, for the benefit of the Company, that she will not (other than in connection with performing her duties for the Company or its affiliates): (a) For during the Term and, if the Executive's employment hereunder is terminated (x) by the Company for any reason other than a period of five termination Without Cause or (5y) years commencing on by the Closing Date Executive other than for Good Reason, for 12 months thereafter: (the “Restricted Period”), neither of Seller nor SED shall, nor shall permit any of its Affiliates toi) engage, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including whether as a partner, shareholder, member, employee, principal, agent, trustee representative, consultant, employee, partner, stockholder, limited partner or consultant; other investor (other than an investment of not more than (x) 5% of the stock or equity of any corporation the capital stock of which is publicly traded or (iiiy) intentionally interfere 5% of the ownership interest of any limited partnership or other entity) or otherwise, within the United States of America, in any material respect business that competes directly or materially with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company Group. Notwithstanding the foregoing clause (ii), Seller, SED or their Affiliates may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates is not a controlling Person of, or a member of a group which controls, such Person and do not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller, SED or any of their Affiliates from hiring any employee whose employment has been terminated conducted by the Company Group as of the Date of Termination or Buyer. (cii) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, away from the Company, either for her own account or for any clients individual, firm or customers of corporation, any member person known by her to have been, at any time during the 12 months prior to such solicitation, enticement or attempt, a borrower from, a lender to, or a direct and material participant in a substantial financial transaction with, the Company, or to have been actively solicited by the Company to become a borrower from, a lender to, or a direct and material participant in a substantial financial transaction with, the Company; or (b) during the Term and for 12 months thereafter: (i) solicit or entice, or attempt to solicit or entice, away from the Company any individual who is known by the Executive to then be an officer or employee of the Company Group either for her own account or potential clients for any individual, firm or customers corporation, whether or not such individual would commit a breach of any member a contract of employment by reason of leaving the service of the Company Group for purposes or (ii) employ, directly or indirectly, any person who has been, during the 12 months prior to employment by the Executive, an officer, employee or sales representative of diverting their the Company. (c) The Executive understands that the provisions of this Section 9 may limit her ability to earn a livelihood in a business or services from any member similar to the business of the Company Groupbut nevertheless agrees and hereby acknowledges that (A) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, (B) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (C) such provisions are not harmful to the general public, (D) such provisions are not unduly burdensome to the Executive, and (E) the consideration provided hereunder is sufficient to compensate the Executive for the restrictions contained in such provisions. In consideration thereof and in light of the Executive's education, skills and abilities, the Executive agrees that the Executive will not assert in any forum that such provisions prevent the Executive from earning a living or otherwise are void or unenforceable or should be held void or unenforceable. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 would give rise Notwithstanding anything herein to irreparable harm to Buyer and DSSthe contrary, for which monetary damages would the Executive shall not be an adequate remedyrestricted from engaging in a non-competing business pursuant to Section 9(a) even if another division, and hereby agrees subsidiary or affiliate of that in enterprise does compete with the event of a breach Company, so long as she does not perform any services for such division, subsidiary or a threatened breach by Seller or SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond)affiliate. (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 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.

Non-Competition; Non-Solicitation. (a) For a period of five four (54) years commencing on the Closing Date (the “Restricted Period”), neither of unless waived by Buyer in writing, Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the business of identity and access management (the “Restricted Business”) in the geographical areas located anywhere in the world in which the Company Group is engaged in the Restricted Business or is actively planning to engage in the Restricted Business (the “Territory”); (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company Group. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates Seller may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates Seller is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither of unless waived by Buyer in writing, Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller, SED or any of their Affiliates from hiring any employee whose employment has been terminated by the Company Group or Buyer. (c) During the Restricted Period, neither of unless waived by Buyer in writing, Seller nor SED shallshall not, nor 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 any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company Group. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 5.09 would give rise to irreparable harm to Buyer and DSSBuyer, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 5.09 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 5.09 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 5.09 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”), neither of Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee trustee, lender 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 any member of the Company Group and customers or suppliers of any member of the Company GroupCompany. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates Seller may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates Seller is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own five percent (5% %) or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b5.12(b) shall prevent Seller, SED Seller or any of their its Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Buyer; (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee; or (iii) any employee, other than a management employee, as a result of the use of a general solicitation (such as a newspaper or internet advertisement) not specifically directed to such employee. (c) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company Group. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 5.12(c) would give rise to irreparable harm to Buyer and DSSBuyer, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (ed) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 5.12(d) are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 5.12(d) should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 5.12(d) 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”), neither of Seller nor SED shallthe Shareholders shall not, nor and shall not permit any of its Affiliates totheir respective Affiliates, directly or indirectly, to (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person (other than the Company) that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee 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 any member of the Company Group and customers or suppliers of any member of the Company GroupCompany. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates any Shareholder may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates such Shareholder is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% five percent or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shallthe Shareholders shall not, nor and shall not permit any of its Affiliates totheir respective Affiliates, directly or indirectly, to hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which that is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller, SED any Shareholder or any of their his or its Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Buyerthe Parent or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, neither of Seller nor SED shallthe Shareholders shall not, nor and shall not permit any of its Affiliates totheir respective Affiliates, directly or indirectly, to solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company GroupCompany. (d) Each of Seller and SED acknowledges The Shareholders acknowledge that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to Buyer and DSSthe Parent, 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 SED any Shareholder of any such obligations, Buyer or DSS the 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 seek equitable relief, including a temporary restraining order, an injunction, specific performance performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges The Shareholders acknowledge that the restrictions contained in this Section 5.06 are reasonable and necessary to protect the legitimate interests of Buyer and DSS the Parent and constitute a material inducement to each of Buyer and DSS the Parent to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on During the Closing Date (the “Applicable Restricted Period”), neither of each Initial Seller nor SED shallshall not, nor and shall not permit any of its controlled Affiliates (other than Buyer Parent and its subsidiaries, including the Company and its subsidiaries) to, directly or indirectly, (i) engage in or assist others in engaging in any business that directly competes with the Business as conducted by the Company as of the Closing Date (the “Restricted Business”) anywhere in the United States of America (collectively, the “Territory”); or (ii) other than any current or future ownership interest that RPC or its controlled Affiliates may have in any portfolio companies, have a direct or indirect ownership interest in any Person that engages in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company Group. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED an Initial Seller or their any of its Affiliates may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED such Initial Seller or any of their Affiliates Affiliate is not a controlling Person person of, or a member of a group which controls, such Person and do if such Initial Seller or Affiliate does not, in the aggregate, directly or indirectly, own 52% or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller, SED or any of their Affiliates from hiring any employee whose employment has been terminated by the Company Group or Buyer. (c) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for . For purposes of diverting their business or services from any member of the Company Group. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to Buyer and DSS6.7(a), for which monetary damages would not be an adequate remedy, and hereby agrees that in the event no existing or future portfolio company of a breach RPC or a threatened breach by Seller or SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant its Affiliates shall be deemed reformeda controlled Affiliate of RPC and accordingly no portfolio company of RPC or its Affiliates shall be subject to any restrictions pursuant to this Section 6.7(a). For the avoidance of doubt, in such jurisdiction operating an investment management business whose primary purpose is to the maximum timeacquire and manage Residential Mortgage Assets on behalf of limited partners, geographic, product or servicemembers, or other limitations permitted by applicable Law. The covenants contained in this Section 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 investors shall not invalidate be considered engaging in, or render unenforceable an activity that competes with, 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 jurisdictionRestricted Business.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), neither of Seller nor SED shallshall not, nor and Seller shall not permit any of its his Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the United States (the “Territory”); (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company GroupCompany. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates Seller may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates Seller is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own five percent (5% %) or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shallshall not, nor and Seller shall not permit any of its his Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; , provided, that nothing in this Section 5.06(b7.8(b) shall prevent Seller, SED Seller or any of their his Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or BuyerBuyer or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, neither of Seller nor SED shallshall not, nor and Seller shall not permit any of its his Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company GroupCompany. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 7.7 would give rise to irreparable harm to Buyer and DSSthe Company, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 7.7 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 7.7 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 7.7 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 three (53) years commencing on the Closing Date (the “Restricted Period”), neither of each Seller nor SED shallother than ▇. ▇▇▇▇▇▇ (the “Restricted Sellers”) shall not, nor and shall not permit any of its such Restricted Seller’s Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; or (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company Group. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates a Restricted Seller may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates such Restricted Seller is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither of each Seller nor SED shall(including, nor without limitation, ▇. ▇▇▇▇▇▇) shall not, and shall not permit any of its his or her Affiliates to, directly or indirectly, (i) 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 or (ii) hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b5.11(b) shall prevent Seller, SED a Seller or any of their a Seller’s Affiliates from hiring any employee whose employment has been terminated by the Company Group or BuyerBuyer or, after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, neither of each Seller nor SED shall(including, nor without limitation, ▇. ▇▇▇▇▇▇) shall not, and shall not permit any of its such Seller’s Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company GroupCompany. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 5.11 would give rise to irreparable harm to Buyer and DSSBuyer, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 5.11 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 5.11 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 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. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and, accordingly, agrees as follows: (ai) For During the Employment Term and, for a period of five twenty-four (524) years commencing on months following the Closing Date date Executive ceases to be employed hereunder for any reason (the “Restricted Period”), neither Executive will not directly or indirectly: (A) engage in any business that competes with the business of Seller nor SED shallthe Company or its affiliates (including businesses which the Company or its affiliates have specific plans to conduct in the future, nor shall permit as to which the Company or its affiliates have taken steps towards commencing and as to which Executive has participated in such planning) in any geographical area where the Company or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services (a “Competitive Business”); (B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of its Affiliates toany Person) who or which engages in a Competitive Business; (C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have as an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacityindividual, including as a partner, shareholder, memberofficer, employeedirector, principal, agent, trustee or consultant; or (D) interfere with, or (iii) intentionally attempt to interfere in any material respect with the with, business relationships (whether formed prior to before, on or after the date of this Agreement) between the Company or any member of its affiliates and customers, clients, or suppliers of the Company Group and customers or suppliers of any member of the Company Group. Notwithstanding the foregoing clause its affiliates. (ii)) Notwithstanding anything to the contrary in this Agreement, Seller, SED or their Affiliates may ownExecutive may, directly or indirectlyindirectly own, solely as an investment, securities of any such Person that engaged in the business of the Company or its affiliates which are publicly traded on any a national securities or regional stock exchange or quotation system or on the over-the-counter market if none of Seller, SED or any of their Affiliates Executive (x) is not a controlling Person person of, or a member of a group which controls, such Person person and do (y) does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (biii) During the Restricted Period, neither Executive will not, whether on Executive’s own behalf or on behalf of Seller nor SED shall, nor shall permit or in conjunction with any of its Affiliates toPerson, directly or indirectly, hire : (A) solicit or solicit encourage any employee of the Company Group or encourage any such employee its affiliates to leave such the employment of the Company or its affiliates; or (B) hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller, SED or any of their Affiliates from hiring any employee whose employment has been terminated was employed by the Company Group or Buyerits affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to, the termination of Executive’s employment with the Company. (civ) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates toExecutive will not, directly or indirectly, solicit or entice, or attempt encourage to solicit or entice, any clients or customers of any member of cease to work with the Company Group or potential clients or customers of its affiliates any member of consultant then under contract with the Company Group for purposes of diverting their business or services from any member of its affiliates. b. It is expressly understood and agreed that although Executive and the Company Group. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to Buyer and DSS, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that consider the restrictions contained in this Section 5.06 are reasonable and necessary 7 to protect be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that time or territory or any covenant other restriction contained in this Section 5.06 should ever Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be adjudicated rendered void but shall be deemed amended to exceed the timeapply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then if any court of competent jurisdiction finds that any restriction contained in this Agreement is expressly empowered to reform such covenantunenforceable, and such covenant restriction cannot be amended so as to make it enforceable, such finding shall be deemed reformed, in such jurisdiction to not affect the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability enforceability of any such covenant or provision as written shall not invalidate or render unenforceable 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 jurisdictionrestrictions contained herein.

Non-Competition; Non-Solicitation. (a) For a period of five (5) three years commencing on the Closing Date (the “Restricted Period”), neither of Seller nor SED shallMembers shall not, nor and shall use commercially reasonable efforts to not permit any of its their respective Affiliates to, directly or indirectly, : (i) engage in or assist others in engaging in the Restricted Business anywhere in the TerritoryUnited States or India (other than on behalf of the Company or Parent or any of their respective Affiliates); (ii) have an a interest in any Person (other than the Company or Parent or any of their respective Affiliates) that engages directly or indirectly primarily in the Restricted Business anywhere in the Territory in any capacityworld, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member the Company as of the Company Groupdate of this Agreement. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates any Member may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates such Member is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 52% or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED no Member shall, nor and shall use commercially reasonable efforts to not permit any of his, her or its Affiliates to, directly or indirectly, hire or engage, or solicit to hire or engage, any employee or independent contractor of the Company Group as of the date of this Agreement, or encourage any such employee or contractor to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employeesengagement with the Company; provided, that nothing in this Section 5.06(b5.2(b) shall prevent Seller, SED prohibit any Member or any of their its Affiliates from hiring or engaging any such employee or independent contractor whose employment has been terminated by or engagement with the Company Group or Buyerhas terminated at any time after the date that is 180 days after the date of such termination. (c) During the Restricted Period, neither of Seller nor SED no Member shall, nor and shall use commercially reasonable efforts to not permit any of his, her or its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member the Company as of the Company Group date of this Agreement or demonstrated potential clients or customers of any member the Company as of the Company Group date of this Agreement for purposes of diverting their business or services involving the Restricted Business from any member of the Company GroupCompany. (d) During the Restricted Period, each Member shall, and shall use commercially reasonable efforts to cause his, her or its Affiliates to, refrain from, all conduct, verbal or otherwise, that disparages or damages or is intended to damage the reputation, goodwill, or standing in the community of the Company, other than in connection with any Action brought to enforce this Agreement or as may be required by applicable Law. (e) Each of Seller and SED Member acknowledges that a breach or threatened breach of Section 5.1 and this Section 5.06 5.2 would give rise to irreparable harm to Buyer Parent and DSSthe Company, 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 SED such Member of any such obligations, Buyer or DSS Parent and the Company shall, in addition to any and all other rights and remedies that may be available to it them in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (ef) Each of Seller and SED Member acknowledges that the restrictions contained in this Section 5.06 5.2 are reasonable and necessary to protect the legitimate interests of Buyer Parent and DSS the Company and constitute a material inducement to each of Buyer and DSS Parent to enter into this Agreement and consummate the transactions contemplated by this AgreementAcquisition. In the event that any covenant contained in this Section 5.06 5.2 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 5.2 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”"), neither of Seller nor SED shalleach Restricted Person shall not, nor and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company GroupCompany. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates any Restricted Person may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates such Restricted Person is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither of each Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b6.02(b) shall prevent Seller, SED any Seller or any of their respective Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or BuyerBuyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, neither of each Seller nor SED shallshall not, nor 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 any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company Groupin the Restricted Business. Notwithstanding the foregoing, this Section 6.02(c) shall not apply to C▇▇▇▇▇▇ Pharmaceuticals, LLC, Absorption Systems LP, Absorption Systems, Inc. or any of their respective Affiliates. (d) Each of Seller and SED acknowledges that a breach or threatened breach of its restrictions under this Section 5.06 6.02 would give rise to irreparable harm to Buyer and DSSBuyer, 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 or SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 6.02 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 6.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) two years commencing on the Closing Date (the “Restricted Period”), neither of each Seller nor SED shallParty shall not, nor and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company GroupCompany. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates each Seller Party may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange anywhere in the world if none of Seller, SED or any of their Affiliates such Seller Party is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither of each Seller nor SED shallParty shall not, nor and shall not permit any of its such Seller Party’s Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b5.08(a) shall prevent Seller, SED any Seller Party or any of their Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or BuyerBuyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, neither of no Seller nor SED Party shall, nor and shall not permit any of its their Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company GroupCompany. (d) Each of Seller and SED Party acknowledges that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to Buyer and DSS, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 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.Section

Non-Competition; Non-Solicitation. (a) For 4.1 Subject to Clause 4.2, each of the Sellers severally agrees that, for a period of five four (54) years commencing on following the Closing Date (the “Restricted Restrictive Period”), neither of such Seller nor SED shallshall not, nor and shall not cause, authorise or permit any of its Affiliates or Subsidiaries, to, : (a) directly or indirectly, (i) engage in own, manage, operate, control or assist others in engaging participate in the Restricted Business ownership, management, operation or control of, or provide any financing to, any Person (other than the Buyer, the Company or their Subsidiaries or Affiliates) that engages in any activity, operation or business that competes with the then current business of the Company in the Relevant Territory; (ii) have , except that each such Seller may hold less than 3% of the share capital of any such publicly traded Person, and further provided that the Sellers may be employed by a customer of the Business that is not also a competitor of the Company following termination of their Employment Agreement, but solely in the capacity as an interest employee and not in any Person consultancy capacity; (b) take any action that engages directly is designed or indirectly in intended to have the Restricted Business in the Territory in effect of discouraging any capacitylessor, including as a partnerlicensor, shareholder, membercustomer, employee, principal, agent, trustee or consultant; supplier from having a business relationship or (iii) intentionally interfere in any material respect potential business relationship with the Company or from maintaining business relationships or entering into a new business relationship with the Company or that may have a Material Adverse Effect on any existing business relationship; (whether formed prior c) interfere with, or attempt to interfere with, the employment of any officers, employees, representatives or after the date of this Agreement) between any member agents of the Company Group and customers Buyer, the Buyer’s Subsidiaries or suppliers of any member of Person which the Buyer is a subsidiary of, the Company Group. Notwithstanding the foregoing clause (ii), Seller, SED or their Affiliates may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates is not Subsidiaries or Affiliates, holding a controlling Person ofsenior management, administrative sales or operational function, or a member of a group which controls, such Person and do not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectlysolicit, hire or solicit attempt to induce any employee of them to leave the employ of the Buyer, the Buyer’s Subsidiaries or any Person which the Buyer is a subsidiary of, the Company or any such Subsidiary or Affiliate, other than by way of a bona fide recruitment advertising campaign directed at the market in general and not specifically targeting any such employees. 4.2 To the extent that a court of competent jurisdiction orders that the Restrictive Period defined in Clause 4.1 above is neither enforceable nor binding on the Sellers, the parties agree that the Restrictive Period should be reduced to a period of three (3) years following the Closing Date. 4.3 Each of the Sellers acknowledges and agrees that the covenants set forth in this Clause 4 are necessary to protect the goodwill of the Company Group or encourage that is being purchased by the Buyer. Each of the Sellers further acknowledges and agrees that the Buyer’s willingness to enter into this Agreement is conditional and dependent upon such Sellers’ promise to be bound by this Clause 4. The parties hereto acknowledge and agree that any breach of the restrictive covenants contained in this Clause 4 would cause irreparable injury and that the remedy at law for any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller, SED or any of their Affiliates from hiring any employee whose employment has been terminated by the Company Group or Buyer. (c) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company Group. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to Buyer and DSS, for which monetary damages would not be an adequate remedyinadequate, and hereby agrees that in the event of a breach or a threatened breach by Seller or SED of any such obligations, Buyer or DSS shallparties agree and consent that, in addition to any other available remedy, temporary and all other rights and remedies that permanent injunctive relief may be available granted in any action or proceeding which may be brought by any party to it enforce such restrictive covenants. 4.4 Each of the Sellers acknowledges and agrees that all of the restrictions, covenants and agreements in Clause 4 hereof are appropriate, reasonable and valid (including with respect to geographic scope and duration) and fully necessary for the protection of the legitimate interests of the Buyer or the Buyer’s Subsidiaries or any Person which the Buyer is a subsidiary of. If any provision contained in this Clause 4 shall for any reason be held invalid, illegal or unenforceable in any respect, such breachinvalidity, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and illegality or unenforceability shall not affect any other relief provisions of this Clause 4 but this Clause 4 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that may if any of the restrictions or covenants contained herein is held to cover a geographic area or to be available from for a length of time which is not permitted by Applicable Law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under Applicable Law, a court of competent jurisdiction shall construe and interpret or reform this Clause 4 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (without any requirement to post bond). (enot greater than those contained herein) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant as shall be deemed reformed, in valid and enforceable under such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Applicable Law. The covenants contained in this Section 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.

Non-Competition; Non-Solicitation. (a) For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), neither of each Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee 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 any member of the an Acquired Company Group and customers or suppliers of any member of the Company Groupan Acquired Company. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates a Seller may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates such Seller is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither of each Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the an Acquired Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b5.04(b) shall prevent a Seller, SED or any of their its respective Affiliates from hiring (i) any employee whose employment has been terminated by an Acquired Company or Buyer, or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the Company Group or Buyeremployee. (c) During the Restricted Period, neither of each Seller nor SED shallshall not, nor 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 any member of the an Acquired Company Group or potential clients or customers of any member of the an Acquired Company Group for purposes of diverting their business or services from any member of the Company Groupan Acquired Company. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 5.04 would give rise to irreparable harm to Buyer and DSSBuyer, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 5.04 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 5.04 should ever be adjudicated to exceed the time, geographic, product product, or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product product, or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 5.04 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 the Closing Date (the “Restricted Period”), neither of Seller nor SED shallSellers, nor ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Danvers ▇. ▇▇▇▇▇▇▇▇ III and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (collectively, the “Non-compete Parties”) shall not, and shall not permit any of its their controlled Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the either Company Group and customers or suppliers of any member of the Company Groupsuch Company. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates each of the Non-compete Parties may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange only if none of Seller, SED or any of their Affiliates such Seller is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 51% or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shallthe Non-compete Parties shall not, nor and shall not permit any of its their controlled Affiliates to, directly or indirectly, hire solicit for employment any current or solicit any former employee of the Company Group or either Company, encourage any such employee to leave such employment or hire any such employee who has left such employmentso solicited or encouraged, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b6.07(b) shall prevent Seller, SED the Non-compete Parties or any of their Affiliates from hiring soliciting (i) any employee whose employment has been terminated by either Company or Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the Company Group or Buyeremployee. (c) During the Restricted Period, neither of Seller nor SED no Non-compete Party shall, nor shall permit any of its their controlled Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients Person which was on the Closing Date a client or customers customer of any member either Company and/or to the current actual knowledge of the such Non-compete Party is, at that time, or which has been within two years prior to that time, a client or customer of either Company Group or potential clients client or customers customer of any member of either Company with the Company Group for purposes intent of diverting their business or services from any member of the Company Groupsuch Company. (d) Each of Seller and SED acknowledges The Non-compete Parties acknowledge that a breach or threatened breach of this Section 5.06 6.07 would give rise to irreparable harm to Buyer and DSSBuyer, 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 SED the Non-compete Parties of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). For purposes of clarification, the rights and remedies that may be available to Buyer in respect of a breach of this Section 6.07 shall not be limited, affected or diminished in any manner by Section 9.12. (e) Each of Seller and SED acknowledges The Non-compete Parties acknowledge that the restrictions contained in this Section 5.06 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 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 expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 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 two (52) years commencing on the Closing Date (the “Restricted Period”), neither of the Seller nor SED shallParties shall not, nor and shall not permit any of its their Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company Group. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates the Seller Parties may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates the Seller Parties is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither of the Seller nor SED shallParties shall not, nor and shall not permit any of its their Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller, SED the Seller Parties or any of their Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or BuyerBuyer or (ii) after one hundred and eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, neither of the Seller nor SED shallParties shall not, nor and shall not permit any of its their Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company Group. (d) Each of The Seller and SED acknowledges Parties acknowledge that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to Buyer and DSSBuyer, 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 or SED Parties of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of The Seller and SED acknowledges Parties acknowledge that the restrictions contained in this Section 5.06 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 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.Section

Non-Competition; Non-Solicitation. (a) For a period of five three (53) years commencing on the Closing Date (the “Restricted Period”), neither of Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, (i) own, manage, operate, join, control, participate or engage in or assist others in managing, operating, participating or engaging in the Restricted Business in the TerritoryTerritory whether doing so as an officer, director, manager, member, owner, partner, joint venturer, manager, employee, independent contractor, consultant, advisor or a sales representative, whether paid or unpaid; (ii) have an interest in any Person that owns, manages, operates, joins, controls, participates or engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, manager, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member the Company and customers, members or suppliers of the Company Group and customers or suppliers of any member of within the Company GroupRestricted Business. Notwithstanding the foregoing clause (ii)foregoing, Seller, SED or their Affiliates Seller may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates Seller is not a controlling Person of, or a member of a group which controls, such Person and do does not, in the aggregate, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither of (i) Seller nor SED shallshall not, nor and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller, SED or any of their Affiliates from hiring any employee whose employment has been terminated by the Company Group or Buyer. (c) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of any member of the Company Group or potential clients or customers of any member of the Company Group for purposes of diverting their business or services from any member of the Company Group. (d) Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to Buyer and DSS, 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 SED of any such obligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 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.and