Common use of Non-Solicitation Clause in Contracts

Non-Solicitation. Without limiting the generality of the foregoing, Employee agrees that for a period of one (1) year following the Applicable Date, he will not, without the prior written consent of the Company, directly or indirectly solicit or attempt to solicit, within the Non-Compete Area, any business from any person or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceable.

Non-Solicitation. Without limiting Executive recognizes that the generality business of the foregoingCompany and the Bank is highly competitive, Employee and therefore acknowledges and agrees that at all times while employed by the Company and/or the Bank and for a period of one (1) year following the Applicable DateExpiration Date of Executive’s employment under this Agreement or earlier termination of such employment, he will Executive shall not, without the prior written consent of the Company, directly or indirectly indirectly, individually or together with any other person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, executive, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit in any manner or seek to obtain the business of any person who is or was a customer or an active prospective customer of the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment; or (ii) request or advise any customer, supplier, vendor or others who were doing business with the Company or the Bank during the one-year period prior to the Expiration Date or Termination Date of Executive’s employment, or any other person, to terminate, reduce, limit or change their business or relationship with the Company or the Bank; or (iii) induce, request or attempt to solicit, within the Non-Compete Area, influence any business from any person or entity that officer of the Company called uponor the Bank to terminate his or her employment with the Company or the Bank; provided, solicitedhowever, that nothing in this Section or conducted business any other provision of this Agreement shall preclude or prohibit Executive, if Executive’s Term of employment with as of the effective date of Company and/or the termination, any persons Bank shall have expired or entities that Executive’s employment shall have been early terminated, and within one year after the Expiration Date or Termination Date, Executive shall have accepted employment with a successor employer (“New Employer”), from (a) entering into discussions or negotiations with any customers or active prospective customers of the Company or recruit the Bank referred to in subparagraph (i) above regarding their entering into business or hire customer relationships or opening accounts with the New Employer, or (b) engaging in discussions or negotiations with any person who has been officers of the Company or is the Bank referred to in subparagraph (iii) above regarding their accepting employment with the New Employer, if in each such case such discussions and negotiations are not the result, directly or indirectly, of solicitations, inducements, approaches, overtures or other expressions of interest initiated by Executive with such customers or officers but rather are the result, directly or indirectly, of any one or more such actions taken by such customers or such officers with Executive in his capacity as an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableNew Employer.

Non-Solicitation. Without limiting (a) Executive shall not at any time during the generality of the foregoing, Employee agrees that for a period of his employment with the Company, or during the one (1) year period immediately following his Termination of Employment with the Applicable Date, he will notCompany ("Non-Solicitation Period"), without the prior written consent of the Company, directly on behalf of himself or indirectly any other person, solicit for employment or attempt to solicitemploy any of the current officers or employees of the Company; provided, within however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Compete AreaSolicitation Period, any business from any person or entity that without the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its parentcustomers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, subsidiaries or affiliates during the preceding oneNon-year period from Solicitation Period, in any way defame the date Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of termination the Company so as to affect adversely the goodwill or business of this Agreement. In addition, Employee the Company. (d) Executive covenants and agrees that he shall not directly a breach of these subparagraphs (a), (b) or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, (c) would immediately and irreparably harm the Company will and that a remedy at law would be entitled toinadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any other rights and remedies provided by available under this Agreement, at law or equityotherwise, obtain injunctive relief be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the specific performance issuance of such injunction. (e) For purposes of this covenant. Should Employee violate Section 5 and in consideration of this Section 10Agreement, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Companynon-solicitation agreement has been separately negotiated and bargained for, and that the restrictions contained herein are reasonable in light constitutes a substantial portion of the consideration and other value the Employee has accepted pursuant to for this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceable.

Non-Solicitation. Without limiting During the generality of the foregoing, Employee agrees that Executive’s employment with Holdings and for a period of one (1) year following years thereafter (the Applicable Date“Non-Solicitation Period”), he will the Executive shall not, without the except with prior written consent approval of the CompanyCEO, directly or indirectly solicit indirectly, individually or as part of or on behalf of any other person, company, employer or other entity: (a) (i) persuade or attempt to solicitpersuade any existing customer or agent with which the Company has a contract (“Contracted Customer”) to cease doing business constituting the Prohibited Business with the Company or any of its subsidiaries, within or to reduce the Non-Compete Areaamount of business constituting the Prohibited Business any customer or agent does with the Company or any of its subsidiaries, or (ii) solicit for himself or any entity any business from any person or entity that constituting the Company called upon, solicited, or conducted business with as Prohibited Business of the effective date of the termination, any persons or entities that have been customers a Contracted Customer of the Company or any of its subsidiaries or solicit any business constituting the Prohibited Business which was a Contracted Customer of the Company or with which the Executive is aware (or is made aware prior to the Termination Date) that the Company is in direct discussions as a prospective Contracted Customer of the Company (or any of their subsidiaries) within twelve (12) months prior to the Termination Date; or (b) hire, attempt to recruit or hire solicit for hire, or for any person purpose whatsoever encourage to end or abandon their employment, reduce or diminish in any way their relationship or breach any agreement, with the Company or any of its subsidiaries, any persons who has have been employed by the Company or any of its subsidiaries at any time within the twelve (12) months prior to such hiring, recruitment or solicitation, other than (i) any such employee whose employment with the Company or any of its subsidiaries is an terminated by the Company or any of its subsidiaries, or (ii) any such employee who voluntarily terminates his or her employment with the Company or any of its subsidiaries, so long as the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall Executive did not directly or indirectly solicit induce or encourage any such employee of Company so to go to work for voluntarily terminate his or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violationher employment. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and parties acknowledge that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant this Sections 10(b) will not apply to this Agreement. If any provision of this covenant is invalid in whole general advertisements or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required solicitations for its validity under the applicable law and as so limited, will be enforceableemployees.

Non-Solicitation. Without limiting During the generality Transition Period and for six (6) months thereafter, you shall not, directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant, independent contractor, or in any other capacity whatsoever: (i) recruit, solicit, or hire any employee, consultant, agent, director or officer of the foregoingCompany or contact, Employee agrees that for a period recruit, solicit or induce, or attempt to contact, recruit, solicit or induce, any employee, consultant, agent, director or officer of one the Company to terminate his/her employment with, or otherwise adversely change, reduce, or cease any relationship with, the Company; or (1ii) year following the Applicable Datecontact, he will notsolicit, without the prior written consent divert, take away, or attempt to contact, solicit, divert or take away, any clients, customers or accounts, or prospective clients, customers or accounts, of the Company, directly or indirectly solicit any of the Company’s business with such clients, customers or attempt accounts, except as agreed upon in writing signed by a duly authorized officer of the Company. If any restriction set forth in this paragraph is found by any court to solicitbe unenforceable because it is overbroad in any manner, within such restriction shall be interpreted to extend only over the Non-Compete Areamaximum period of time, any range of activities, or geographic area which the court finds to be enforceable. You acknowledge that the restrictions contained in this paragraph are necessary for the protection of the business and goodwill of the Company and are considered by you to be reasonable for such purpose. You acknowledge that the restrictions contained in this paragraph extend to and expressly prohibit conduct via social media that would violate this paragraph. You further acknowledge that the restrictions set forth in this paragraph do not prevent you from earning a livelihood nor unreasonably impose limitations on your ability to earn a living. As used in this agreement the term “client,” “customer,” or “accounts” shall include: (i) any person or entity that is a client, customer or account of the Company called uponon the date hereof or becomes a client, solicited, customer or conducted business with as account of the effective Company during the covered period; (ii) any person or entity that was a client, customer or account of the Company at any time during the two-year period preceding the date of your termination; and (iii) any prospective client, customer or account to whom the Company has made a presentation (or similar offering of services) within a period of 180 days preceding the date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableyour employment.

Non-Solicitation. Without limiting You acknowledge that, during the generality Term, you will have access to Confidential Information and trade secrets which, if disclosed, would assist in interference with the Company and its Affiliates, and that you will also generate good will for the Company and its Affiliates. Therefore, you agree that the following restrictions on your activities during and after the termination of your employment are necessary to protect the good will, Confidential Information and trade secrets of the foregoing, Employee agrees Company and its Affiliates. (i) You agree that for a period of one (1) year following during the Applicable Date, he Restricted Period you will not, without the prior written consent of the Company, directly or indirectly through any other Person, hire or solicit or attempt to solicit, within the Non-Compete Area, for hiring any business from any person or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers employee of the Company or recruit any of its Affiliates or hire seek to persuade any person who has been or is an employee of the Company or any of its Affiliates to discontinue his/her employment. (ii) You agree that, during the Restricted Period, you will not disparage or criticize the Company, its parentAffiliates, subsidiaries their business, their management or affiliates their products or services. Nothing in this paragraph shall preclude you from (a) giving truthful testimony under oath in response to a subpoena or other lawful process or in connection with enforcing any rights or defending any claims hereunder or (b) giving truthful answers in response to an order or directive of a governmental agency or regulatory organization. (iii) You agree that during the preceding one-year period from the date of termination of this Agreement. In additionRestricted Period you will not, Employee agrees that he shall not directly or indirectly through any other Person, solicit or encourage any employee customer or prospective customer of the Company or any of its Affiliates or any independent contractor providing services to go the Company or any of its Affiliates to work for terminate or diminish its relationship with Employee for a period them. (iv) For purpose of one-year following your obligations hereunder after your employment terminates, an employee, independent contractor, customer, and/or prospective customer includes only those who are such on the date of your employment terminates or at any time during the preceding six (6) months. (v) The term “Restricted Period” means the period during which you are employed by the Company and the twenty-four (24) month period immediately following termination of this Agreement. In the event your employment, regardless of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceablereason therefor.

Non-Solicitation. Without limiting (a) During the generality of Employment Period and for two years thereafter (the foregoing“Restricted Period”), Employee agrees that for a period of one (1) year following the Applicable Date, he will not, without the prior written consent of the Company, directly or indirectly solicit or attempt to solicit, within the Non-Compete Area, any business from any person or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he Executive shall not directly or indirectly through another person or entity (i) induce, solicit, encourage or attempt to induce, solicit or encourage any employee of the Company to go leave the employ of the Company, or in any way interfere with the relationship between the Company and any employee thereof; or (ii) induce, solicit, encourage or attempt to work for induce, solicit or encourage any customer, supplier, licensee, licensor, franchisee or other business relation of the Company to cease doing business with Employee for a period the Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation of one-year following the date Company (including, without limitation, making any negative or disparaging statements or communications regarding the Company). The Company covenants that it will not, and it will advise members of termination senior management of the Company and the Board not to, make any negative or disparaging statements or communications regarding Executive. (b) If, at the time of enforcement of this AgreementSection 8, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. In Executive acknowledges that the restrictions contained in this Section 8 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel. (c) Executive acknowledges that in the event of the violation breach or a threatened breach by Executive of any of the provisions of this Section 108, the Company will be entitled towould suffer irreparable harm, and, in addition and supplementary to any other rights and remedies provided by law or equityexisting in its favor, obtain injunctive relief and the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of this covenantcompetent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). Should Employee violate this In addition, in the event of a breach or violation by Executive of Section 108(a), the period Restricted Period shall be automatically extended by the amount of time for this Paragraph will automatically be extended for between the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests initial occurrence of the Company, breach or violation and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee when such breach or violation has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceablebeen duly cured.

Non-Solicitation. Without limiting the generality of the foregoing, Employee agrees that for (a) For a period of one (1) year following two years from the Applicable Distribution Date, he will notneither SNI nor any other member of the SNI Group shall, without the prior written consent approval of the CompanyEWS, directly or indirectly indirectly, solicit any employees of any EWS Service Provider who are engaged in or attempt to solicit, within the Non-Compete Area, any business from any person or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries or affiliates were engaged in providing Services during the preceding one-year period from the date of termination term of this Agreement, to terminate their relationship with any of the EWS Service Providers. In addition, Employee agrees that he The foregoing shall not directly apply to any solicitation of any employee or indirectly solicit or encourage employment of any employee of Company any EWS Service Provider who (i) initially contacted any member of the SNI Group or their representatives on his or her own initiative without any solicitation by any member of the SNI Group or their representatives, (ii) responded to go a solicitation directed at the public in general through advertisement or similar means not targeted specifically at such employee or the business of the EWS Service Provider or (iii) was referred to work for any member of the SNI Group or with Employee for their representatives, as applicable, by search firms, employment agencies or other similar entities provided that such entities have not been specifically instructed by any member of the SNI Group or their representatives to solicit such employee. (b) For a period of one-year following two years from the date Distribution Date, neither EWS nor any other member of termination the EWS Group shall, without the prior written approval of SNI, directly or indirectly, solicit any employees of any SNI Service Provider who are engaged in or were engaged in providing Services during the term of this Agreement. In the event , to terminate their relationship with any of the violation of this Section 10, the Company will be entitled to, in addition SNI Service Providers. The foregoing shall not apply to any other remedies provided by law solicitation of any employee or equity, obtain injunctive relief and the specific performance employment of this covenant. Should Employee violate this Section 10, the period any employee of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests any SNI Service Provider who (i) initially contacted any member of the Company, and that the restrictions contained herein are reasonable in light EWS Group or their representatives on his or her own initiative without any solicitation by any member of the consideration and EWS Group or their representatives, (ii) responded to a solicitation directed at the public in general through advertisement or similar means not targeted specifically at such employee or the business of the SNI Service Provider or (iii) was referred to any member of the EWS Group or their representatives, as applicable, by search firms, employment agencies or other value similar entities provided that such entities have not been specifically instructed by any member of the Employee has accepted pursuant EWS Group or their representatives to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceablesolicit such employee.

Non-Solicitation. Without limiting I agree that while I am employed by the generality Company and (a) in the event I terminate my employment without Good Reason (as defined below) or the Company terminates my employment for Cause (as defined below) (either event, a “Fault Event”), for a period of two years immediately following any such termination of my employment with the foregoingCompany, Employee agrees that or (b) in the event of a termination or expiration of my employment with the Company for any other reason, for a period of one (1) year immediately following the Applicable Date, he will not, without the prior written consent termination or expiration of my employment with the Company, I shall not directly or indirectly solicit indirectly, either on behalf of myself or any other person or entity, (i) intentionally solicit, induce, recruit or encourage any employee of the Company or independent contractor of the Company who provides services to or on behalf of the Company to leave his, her or its employment or engagement with the Company, or attempt to solicit, recruit, or take away any such employees or independent contractors (or induce or encourage any such employee or independent contractor to terminate its employment or engagement with the Company); provided that after termination or expiration of my employment, this provision shall only apply to those employees or independent contractors of the Company who (A) are current employees or independent contracts of the Company and (B) were such at any time within 12 months prior to the date of such termination or expiration, (ii) intentionally interfere in any manner with the contractual or employment relationship between the Company and any employee, independent contractor, Customer (as defined below) or supplier of the Company or cause any such employee, independent contractor, Customer or supplier to cease employment with, cease doing business with or reduce the amount of business it does with the Company; provided that after termination or expiration of my employment, this provision shall apply only to the employees, independent contractors, Customers or suppliers of the Company who (A) are current employees, independent contractors, Customers or suppliers of the Company and (B) were such at any time within 12 months prior to such termination or expiration, (iii) after termination or expiration of my employment, hire or otherwise employ any employee of the Company or independent contractor of the Company who provides services to or on behalf of the Company or who has provided services to or on behalf of the Company at any time during the prior three month period, or (iv) whether as a direct solicitor or provider of such services or products, or in a management or supervisory capacity over others who solicit or provide such services or products, intentionally solicit or provide services or products that fall within the Non-Compete Area, definition of Restricted Business to any business from any person or entity that the Company called upon, solicited, or conducted business with as Customer of the effective date Company; provided that after the expiration or termination of the terminationmy employment, any persons or entities that have been this provision shall only apply to those customers of the Company who are current Customers and were Customers at any time within 12 months prior to the termination or recruit expiration of my employment with the Company. “Customer” shall mean those persons or hire any person who affiliates to which the Company has been rendered services or is an employee provided products within the last three months that fall within the definition of Restricted Business (including, for the avoidance of doubt, commercial clients of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees Company that he shall not directly or indirectly solicit or encourage any employee of Company provide vehicles to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies connection with the services provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violationCompany). The Employee acknowledges that this Section 10 is necessary terms “Cause” and “Good Reason” shall have the respective meanings signed to protect each such term in the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Employment Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceable.

Non-Solicitation. Without limiting Employee agrees and acknowledges that Employee's services hereunder are of a special, unique, extraordinary character, that Employee's employment with the generality Company places Employee in a position of confidence and trust and that Employee's services hereunder necessarily will require the disclosure to Employee of Confidential Information of the foregoingCompany. Employee consequently agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company that Employee make the covenants contained herein and that Company is relying upon and is induced by the agreements made by Employee in this paragraph. Accordingly, Employee agrees that during the term of this Agreement and for a twelve (12) month period of one (1) year following the Applicable Datethereafter, he will Employee shall not, without the prior written consent except on behalf of the Company, directly or indirectly solicit indirectly, and regardless of the reason for the cessation of Employee's employment (i) attempt in any manner to persuade any third party to cease to do business, or attempt to reduce the amount of business which any such party customarily has done or contemplates doing, with the Company, whether or not the relationship between the Company and such third party was originally established in whole or in part through Employee's efforts; or (ii) on Employee's own behalf or otherwise, hire, solicit, within the Non-Compete Area, any business from any person or entity that the Company called upon, solicitedseek to hire, or conducted business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire offer employment to any person who has been or is is, during any such time period, an employee of or independent contractor with the Company, its parentor in any other manner attempt, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit indirectly, to influence, induce or encourage any employee such person to leave the employ of, or terminate or diminish such person's business relationship with, the Company. As used in this paragraph, the verb 'employ' shall include its variations, for example, retain or engage; and the "Company" shall include Case Financial, Inc. and each of Company to go to work for its direct or with indirect subsidiaries. The covenants of Employee for a period of one-year following the date of termination of set forth in this Agreement. In the event Section 6 are made in consideration of the violation of this Section 10, the Company will be entitled to, in addition payments made to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision , the receipt, adequacy and sufficiency of which are acknowledged by Employee, and such covenants have been made by Employee to induce the Company to enter into this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableAgreement.

Non-Solicitation. Without limiting the generality of the foregoing, The Employee agrees that for a period of one (1) year following the Applicable Date, he will shall not, without the prior written consent of the Company, directly or indirectly solicit or attempt to solicit, within during the Non-Compete AreaPeriod, either directly or indirectly, and whether for himself or on behalf of any business from other Person; (i) seek to persuade any person employee or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers consultant of the Company or recruit any of its Affiliates to discontinue or hire diminish his or her status or employment therewith or seek to persuade any employee, former employee (who was employed by the Company or any of its Affiliates at any time during the 12-month period prior to the termination of the Employee’s employment with the Company), or exclusive consultant of the Company or any of its Affiliates to become employed or to provide consulting or contract services to a business competitive with the Company or its Affiliates in the Business; (ii) solicit, employ or engage, or cause to be solicited, employed, or engaged, any person who has been is or is an employee was employed by the Company or any of its Affiliates at any time during the 12-month period prior to the termination of the Employee’s employment with the Company; or (iii) solicit, its parentencourage, subsidiaries or affiliates during induce any contractor, agent, client, customer, supplier, or the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event like of the violation Company or any of this Section 10its Affiliates to terminate or diminish its/his relationship with, the Company will be entitled toor any of its Affiliates, in addition or to refrain from entering into a relationship with the Company or any of its Affiliates, including, without limitation, any prospective contact, contractor, agent, client, customer, or the like of the Company or any of its Affiliates; provided, however, that the foregoing shall not prohibit the Employee from placing any general advertisements for employees so long as such general advertisements are not directed to any other remedies employees of the Company or any of its Affiliates (provided by law or equitythat the Employee may not, obtain injunctive relief and during the specific performance of this covenant. Should Employee violate time periods set forth in this Section 106(c), the period of time for this Paragraph will automatically be extended for the period of time from which Employee began hire or engage any such violation until he permanently ceases Person who responds to such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceablegeneral advertisement).

Non-Solicitation. Without limiting Employee acknowledges that in the generality course of Employee’s employment with the Company and its Affiliates, Employee has and will become familiar with the Company’s and its Affiliates’ Trade Secrets and with other Confidential Information concerning the Company and its Affiliates and that Employee’s services will be of special, unique and extraordinary value to the Company and its Affiliates. Therefore, and in further consideration of the foregoingcompensation and benefits to be provided to Employee in connection with Employee’s employment with the Company, Employee agrees that during Employee’s employment with the Company or any Affiliate and for a period of one 12 months after the termination of Employee’s employment with the Company or any Affiliate (1) year following the Applicable Date“Restricted Period”), he will not, without the prior written consent regardless of the Companyreason for the termination of Employee’s employment and whether such termination is at the initiative of Employee or the Company (or any applicable Affiliate), Employee shall not, directly or indirectly solicit or attempt to indirectly, (a) (i) solicit, entice, encourage or induce any person who is then, or was during the then prior 12-month period, an employee, consultant, agent, representative, or other service provider of the Company or its Affiliates (“Protected Party”), to resign or terminate employment or other engagement with the Company or its Affiliates, or become an employee, consultant, agent, representative, or other service provider of any other person, firm or corporation that provides the same or similar products or services (or otherwise competes with the Company or its Affiliates) within any geographic location in which the Non-Compete AreaCompany or its Affiliates is doing business or preparing to do business, including any other location in which the Company or its Affiliates conduct or prepares to conduct business from during Employee’s employment (the “Restricted Territory”), or (ii) approach any such Protected Party for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action; or (b) solicit, entice, encourage or induce any person or entity that who is then, or was during the then prior 12-month period, a customer or client of the Company called uponor its Affiliates, or a party with whom the Company or its Affiliates have contracted for services within the Restricted Territory to terminate, modify, or fail to renew their relationship or contractual arrangement with the Company, or otherwise divert or attempt to divert from the Company or its Affiliates any business the Company or its Affiliates enjoyed, solicited, or conducted business attempted to solicit from its customers during or prior to Employee’s employment with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableAffiliates.

Non-Solicitation. Without limiting The Executive covenants that the generality of the foregoing, Employee agrees that for a period of one Executive will not (1) year following the Applicable Date, he will not, without the prior written consent of the Company) at any time during the Restricted Period, directly or indirectly indirectly, either individually or in partnership, jointly or in conjunction with any other person, firm, association, syndicate, company or corporation, whether as agent, shareholder, employee, consultant, or in any manner whatsoever: (1) solicit or entice away, or attempt to solicitsolicit or entice away from the Company, employ, or otherwise engage (as an employee, independent contractor, or otherwise) any person whom the Executive had contact with or received Confidential Information about during the Executive’s employment with the Company (in connection with such employment), and who is employed by the Company or engaged as a contractor or consultant by the Company as of the date of solicitation or who was so employed or engaged within the Non-Compete Areatwelve (12) month period preceding such date; or (2) for any purpose competitive with the Business, any business from canvass, solicit or approach for orders, or cause to be canvassed or solicited or approached for orders, any person or entity that whom the Executive had contact with or received Confidential Information about during the Executive’s employment with the Company called upon(in connection with such employment), solicitedand who is or which is a customer, client, supplier or conducted business with licensee of the Company as of the effective date of solicitation or within the terminationtwelve (12) month period preceding such date; or (3) induce or attempt to induce any customer, any persons client, supplier or entities that have been customers licensee of the Company whom the Executive had contact with or recruit or hire received Confidential Information about during the Executive’s employment with the Company (in connection with such employment), to cease doing business with the Company; or (4) at any person who has been or is time following the date the Executive ceases to be an employee of the Company, disparage or denigrate the Company or its parentAffiliates or their respective businesses, subsidiaries officers or affiliates during the preceding one-year period from the date of termination of this Agreementemployees. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of Nothing contained in this Section 10, 8.6(4) shall in any way restrict the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time Executive from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and exercising protected rights to the extent required for its validity under the that such rights cannot be waived by agreement or from complying with any applicable law and or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, including discussing or disclosing information about unlawful acts in the workplace, such as so limitedharassment or discrimination or any other conduct that the Executive has reason to believe is unlawful, will be enforceableprovided that such compliance does not exceed that required by the law, regulation, or order.

Non-Solicitation. Without limiting (a) Employee hereby agrees that, for the generality duration of Employee's employment with the foregoing, Employee agrees that Company and for a period of one two (12) year years following the Applicable Date, he termination of Employee's employment with the Company: (i) Employee will not, without the prior written consent of the Company, directly or indirectly solicit indirectly, either for itself or any other person: (A) induce or attempt to solicit, within the Non-Compete Area, induce any business from any person or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers employee of the Company or recruit any of its subsidiaries to leave the employ of the Company or hire such subsidiary, (B) in any person who has been or is an way interfere with the relationship between the Company and its subsidiaries and any employee of the CompanyCompany or any of its subsidiaries, (C) employ, or otherwise engage as an employee, independent contractor or otherwise, any current or former employee of the Company or any of its parentsubsidiaries, other than such former employees who have not worked for the Company or any of its subsidiaries for more than one year or (D) induce or attempt to induce any customer, supplier, licensee or business relation of the Company or any of its subsidiaries to cease doing business with the Company or such subsidiary, or in any way interfere with the relationship between the Company and its subsidiaries and any customer, supplier, licensee or business relation of the Company or any of its subsidiaries; and (ii) Employee will not, directly or indirectly, either for herself or any other person, solicit the business of any person known to Employee to be a customer of the Company or any of its subsidiaries, whether or not Employee had personal contact with such person, with respect to products or activities which compete in whole or in part with the former, current or currently contemplated products or activities of the Company and its subsidiaries or affiliates during the preceding one-year period from products or activities of the date Company and its subsidiaries in existence or contemplated at the time of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. Employee's employment. (b) In the event of the violation a breach by Employee of any covenant set forth in this Section 1016, the Company term of such covenant will be entitled to, in addition to any other remedies provided extended by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period duration of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceablebreach.

Non-Solicitation. Without limiting (a) For consideration provided under this Agreement, including, but not limited to the generality of Company’s agreement to provide Executive with Confidential Information regarding the foregoingCompany and its respective businesses, Employee Executive agrees that while employed by the Company or an Affiliate and for twelve (12) months following a period Separation from Service during the term of one (1) year following the Applicable Date, this Agreement he will shall not, without the prior written consent of the General Counsel of the Company, directly or indirectly indirectly, (i) hire or induce, entice or solicit (or attempt to induce, entice or solicit) any employee of the Company or any of its Affiliates or ventures to leave the employment of the Company or any of its Affiliates or ventures or (ii) solicit or attempt to solicit, within solicit the Non-Compete Area, business of any business from any person customer or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers acquisition prospect of the Company or recruit any of its Affiliates or hire ventures with whom Executive had any person who actual contact or Confidential Information about while employed by the Company or an Affiliate. (b) The restrictions contained in Section 7(a) are limited to areas or territories within the United States or in any foreign country where the Company or an Affiliate engages (or has been definite plans to engage) in operations or is an employee the marketing of its products or services at the time of Executive’s Separation from Service. (c) Executive acknowledges that these restrictive covenants under this Agreement, for which Executive received valuable consideration from the Company as provided in this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination are ancillary to otherwise enforceable provisions of this Agreement. In addition, Employee agrees that he shall not directly the consideration provided by the Company gives rise to the interest of each of the Company in restraining Executive from competing and that the restrictive covenants are designed to enforce Executive’s consideration or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of return promises under this Agreement. In the event of the violation of this Section 10Additionally, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee Executive acknowledges that this Section 10 these restrictive covenants contain limitations as to time, geographical area and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other legitimate business interests of the Company, and that including, but not limited to, the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant Company’s need to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for protect its validity under the applicable law and as so limited, will be enforceableConfidential Information.

Non-Solicitation. Without limiting (a) Executive shall not at any time during the generality of the foregoing, Employee agrees that for a period of his employment with the Company, or during the one (1) year period immediately following his Termination of Employment with the Applicable Date, he will notCompany ("Non-Solicitation Period"), without the prior written consent of the Company, directly on behalf of himself or indirectly any other person, solicit for employment or attempt to solicitemploy any of the current officers or employees of the Company; provided, within however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Compete AreaSolicitation Period, any business from any person or entity that without the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its parentcustomers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, subsidiaries or affiliates during the preceding oneNon-year period from Solicitation Period, in any way defame the date Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of termination the Company so as to affect adversely the goodwill or business of this Agreement. In addition, Employee the Company. (d) Executive covenants and agrees that he shall not directly a breach of these subparagraphs (a), (b) or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, (c) would immediately and irreparably harm the Company will and that a remedy at law would be entitled toinadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any other rights and remedies provided by available under this Agreement, at law or equityotherwise, obtain injunctive relief be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the specific performance issuance of such injunction. (e) For purposes of this covenant. Should Employee violate Paragraph 5 and in consideration of this Section 10Agreement, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Companynon-solicitation agreement has been separately negotiated and bargained for, and that the restrictions contained herein are reasonable in light constitutes a substantial portion of the consideration and other value the Employee has accepted pursuant to for this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceable.

Non-Solicitation. Without limiting (i) The Executive specifically acknowledges that the generality Confidential Information described in this Section 12 includes confidential data pertaining to current and prospective customers of the foregoingCompany, Employee that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers, and to develop proposals which are specifically designed to meet the requirements of such customers. Therefore, the Executive agrees that during the Term of this Agreement, and for a period of one (1) year following after the Applicable DateDate of Termination, he will not, without except on behalf of the prior Company or with the Company’s express written consent consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity, any customers or targeted potential customers with whom he had contact before the Date of Termination to take any action which could reasonably be expected to adversely affect the Company. (ii) The Executive specifically acknowledges that the Confidential Information described in this Section 12 also includes confidential data pertaining to current and prospective employees and agents of the Company, and the Executive further agrees that during the Term of this Agreement, and for a period of one (1) year after the Date of Termination, the Executive will not directly or indirectly solicit solicit, induce or attempt to solicitinduce, within the Non-Compete Area, on his own behalf or on behalf of any business from any other person or entity that entity, the Company called upon, solicited, or conducted business with as services of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries Company or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of Company’s employees, consultants or agents to terminate their employment or agency with the Company or take any other actions which would otherwise cause the Company’s employees, consultants or agents to violate any Company policy, program or plan. (iii) The Executive specifically acknowledges that the Confidential Information described in this Section 10, the Company will be entitled to, in addition 12 also includes confidential data pertaining to any other remedies provided by law or equity, obtain injunctive relief current and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests prospective vendors and suppliers of the Company, and the Executive agrees that during the restrictions contained herein are reasonable in light Term of this Agreement, and for a period of one (1) year after the Date of Termination, the Executive will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any vendor or supplier of the consideration and other value Company for the Employee has accepted pursuant to this Agreement. If any provision purpose of terminating or changing (in an adverse manner) such vendor’s or supplier’s relationship or agency with the Company. (iv) For purposes of this covenant is invalid in whole or in partSection 12(a), it will be limited, whether as to time, area covered, or otherwise as and references to the extent required for its validity Company mean the Company or any existing or future subsidiary of the Company and any other entities that directly or indirectly, through one or more intermediaries, control, are controlled by or are under common control with the applicable law and as so limited, will be enforceableCompany.

Non-Solicitation. Without limiting the generality of the foregoing, Employee agrees that for (a) For a period of one two (12) year following years commencing on the Applicable DateInitial Closing Date (the “Restricted Period”), he will Company Parent shall not, without the prior written consent and shall not permit any of the Companyits Affiliates to, directly or indirectly indirectly, solicit or attempt to solicit, within the Non-Compete Area, any business from any person or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers employee of the Company or recruit encourage any such employee to leave such employment except pursuant to a general solicitation which is not directed specifically to any such employees; for clarity, nothing in this Section 5.7(a) shall prevent Company Parent or hire any person who of its Affiliates from hiring any employee whose employment has been terminated by the Company or is an employee of Investor. (b) From the Company, its parent, subsidiaries or affiliates Agreement Date and continuing during the preceding one-year period from the date of termination of this Agreement. In additionRestricted Period, Employee agrees that he Investor and Investor Parent shall not, and shall not permit any of their Affiliates to, directly or indirectly indirectly, solicit or encourage any employee of Company Parent or its Affiliates (other than the Company) or encourage any such employee to go leave such employment except pursuant to work a general solicitation which is not directed specifically to any such employee employees; for clarity, nothing in this Section 5.7(b) shall prevent Investor or with Employee Investor Parent or any of their Affiliates from hiring any employee whose employment has been terminated by the Company Parent. (c) Company Parent acknowledges that a breach or threatened breach of Section 5.3, Section 5.6 or this Section 5.7 may give rise to irreparable harm to Investor, for which monetary damages may not be an adequate remedy, and hereby agrees that in the event of a period breach or a threatened breach by Company Parent of one-year following any such obligations, Investor 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). (d) Company Parent acknowledges that the date restrictions contained in this Section 5.7 are reasonable and necessary to protect the legitimate interests of termination of Investor and constitute a material inducement to Investor to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event of the violation of that any covenant contained in this Section 105.7 should ever be adjudicated to exceed the time, the Company will 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 entitled todeemed reformed, in addition such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 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 remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceablejurisdiction.

Non-Solicitation. Without limiting Section 4.1 During the generality of the foregoingTerm, Employee agrees that for a period of one (1) year following the Applicable Date, he Parent will not, without the prior written consent of Seller, and Parent will cause its controlled Affiliates (including, after the CompanyClosing, the Transferred Entities) not to: (a) encourage, induce, attempt to induce or solicit business from any customer or client of the Retained Business as of the Closing Date (collectively, the “Covered Customers”), in each case, for the purpose of interfering with the relationship between any such Covered Customer, on the one hand, and the Retained Business, on the other hand, by providing goods, products or services with respect to, or on behalf of, any business that competes with the Retained Business (it being understood that the placement of general advertisements that may be targeted to a particular geographic or technical area, but which are not targeted directly towards a Covered Customer, shall not be prohibited or restricted under, or deemed to be a breach of, this Section 4.1(a)); or (b) encourage, induce, attempt to induce or solicit any Covered Customer to cease doing business with the Retained Business or Seller or any of its Affiliates. provided, that, except as expressly set forth in Section 4.1(a) or Section 4.1(b), nothing in this Agreement shall prohibit, restrict or otherwise limit the ability of Parent or any of its controlled Affiliates from doing business with any Covered Customer. Section 4.2 Notwithstanding anything to the contrary, nothing in this Section 4 shall prohibit or restrict Parent or any of its controlled Affiliates from, directly or indirectly solicit indirectly, (i) performing its obligations under the Purchase Agreement or attempt to solicitany Ancillary Agreement, within (ii) owning as a passive investment less than five percent (5%) of the Nonoutstanding shares of the capital stock of a publicly-Compete Area, any business from any person or entity traded company that competes with the Company called upon, solicitedRetained Business, or conducted business with (iii) owning as a passive investment an equity interest in a private debt or equity investment fund or vehicle (or any portfolio company (as such term is customarily understood in the private equity industry) or investment of any such fund or vehicle) in which neither Joby nor any of its Affiliates has the effective date of the terminationability to control or materially influence investment decisions or exercise any managerial control over such fund, any persons vehicle, portfolio company or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableinvestment.

Non-Solicitation. Without limiting (a) During the generality of Employment Period and for one year thereafter (the foregoing“Restricted Period”), Employee agrees that for a period of one (1) year following the Applicable Date, he will not, without the prior written consent of the Company, directly or indirectly solicit or attempt to solicit, within the Non-Compete Area, any business from any person or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he Executive shall not directly or indirectly through another person or entity (i) induce, solicit, encourage or attempt to induce, solicit or encourage any employee of the Company to go leave the employ of the Company, or in any way interfere with the relationship between the Company and any employee thereof; or (ii) use the Company’s confidential or proprietary information to work for induce, solicit, encourage or attempt to induce, solicit or encourage any customer, supplier, licensee, licensor, franchisee or other business relation of the Company to cease doing business with Employee for a period the Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation of one-year following the date Company (including, without limitation, making any negative or disparaging statements or communications regarding the Company). The Company covenants that it will not, and it will advise members of termination senior management of the Company and the Board not to, make any negative or disparaging statements or communications regarding Executive. (b) If, at the time of enforcement of this AgreementSection 8, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. In Executive acknowledges that the restrictions contained in this Section 8 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel. (c) Executive acknowledges that in the event of the violation breach or a threatened breach by Executive of any of the provisions of this Section 108, the Company will be entitled towould suffer irreparable harm, and, in addition and supplementary to any other rights and remedies provided by law or equityexisting in its favor, obtain injunctive relief and the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of this covenantcompetent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). Should Employee violate this In addition, in the event of a breach or violation by Executive of Section 108 (a), the period Restricted Period shall be automatically extended by the amount of time for this Paragraph will automatically be extended for between the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests initial occurrence of the Company, breach or violation and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee when such breach or violation has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceablebeen duly cured.

Non-Solicitation. Without limiting The Executive agrees that, during the generality of Restricted Period, the foregoing, Employee agrees that for a period of one (1) year following the Applicable Date, he will Executive shall not, without the prior written consent of the Company, directly or indirectly solicit indirectly, (a) interfere with or attempt to interfere with the relationship between the Company or any other member of the Covered Group (as defined below) and any Person who is, or was during the then most recent twelve-month period, an employee, officer, representative, author, contributor or agent of (i) the Company or (ii) any other member of the Covered Group that the Executive had business contact with (which, for the avoidance of doubt, shall exclude business contacts purely as part of broad communications addressed to multiple Persons) during the time that the Executive was employed by the Company (provided that with respect to any employee, officer, representative, author, contributor or agent of the Parent Group (other than the Company and its subsidiaries) such business contact occurred prior to the occurrence of a Transaction) (the “Covered Employees”), or solicit, within the Non-Compete Area, induce or attempt to solicit or induce any business from any person or entity that the Company called upon, solicited, or conducted business with as of the effective date of Persons described in clauses (i) or (ii) above to leave the termination, any persons employ or entities that have been customers service of the Company or recruit or hire any person who has been or is an employee member of the CompanyCovered Group or violate the terms of their respective contracts, or any employment arrangements, with such entities (other than as to the employees of the Covered Group as a consequence of a Transaction); or (b) induce or attempt to induce any customer, client, supplier, author, contributor, licensee or other business relation of (i) the Company or (ii) any other member of the Covered Group that the Executive came into business contact with (which, for the avoidance of doubt, shall exclude business contacts purely as part of broad communications addressed to multiple Persons) while the Executive was employed by the Company (provided that with respect to any customer, client, supplier, author, contributor, licensee or other business relation of the Parent Group (other than the Company and its parentsubsidiaries) such business contact occurred prior to the occurrence of a Transaction) (the “Customer”) to cease doing business with the Company or any member of the Covered Group, subsidiaries as the case may be, or affiliates during (c) in any way interfere with the preceding one-year period from relationship between a Customer and (i) the date Company or (ii) any member of termination the Covered Group. Notwithstanding the foregoing, the following shall not be violations of this AgreementSection 7: (1) general solicitations that are not specifically directed to Covered Employees; (2) providing advice to, or serving as a reference at the request of, a Covered Employee; (3) actions taken in the good faith performance of the Executive’s duties hereunder; and (4) if the Executive solicits or attempts to solicit the business or patronage of a Person that uses or provides services or supplies to multiple service providers or recipients in the same space as it utilizes or supplies the Company or any other member of the Covered Group; provided, that, in the case of clause (4), the Executive does not suggest, encourage or cause such entity to terminate or reduce its business relationship with the Company or any other member of the Covered Group. In additionFor purposes of this Section 7, Employee agrees that he at the time of the relevant action as the context requires, the members of the “Covered Group” shall not directly or indirectly solicit or encourage any employee only include (x) the members of the Company to go to work for or with Employee for a Group and (y) until the end of the 12-month period of one-year following the date of termination a Transaction, the Parent and each entity other than the Company or its subsidiaries that was a member of the Parent Group (or its successor) as of the date of a Transaction. For purposes of this Agreement. In the event , an “Affiliate” of the violation of this Section 10, the Company will be entitled to, in addition to a designated Person means any other remedies provided by law Person that directly or equityindirectly through one or more intermediaries, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area coveredcontrols, or otherwise as is controlled by, or is under common control with such designated Person, but after a Private Sale excludes portfolio companies that are affiliated with a Person that effectuates such Private Sale and to are not engaged in the extent required for its validity under the applicable law and as so limited, will be enforceableBusiness.

Non-Solicitation. Without limiting i. The Employee shall not, either during his employment with the generality of the foregoing, Employee agrees that Employer or for a period of one (1) year following the Applicable Date, he will not, without the prior written consent of the Companythereafter, directly or indirectly indirectly, initiate any contact with or solicit any designated customers or attempt clients of the Employer or any of its Subsidiaries or related corporations for the purpose of selling or providing to solicit, within the Non-Compete Areadesignated customers or clients, any business from products or services which are the same as or substantially similar to, or in any person way competitive with, the products or services provided by the Employer or any of its Subsidiaries or related corporations during the term of his employment with the Employer or at the end thereof, as the case may be. For the purpose of this section, a “designated customer or client” means a person, corporation, or entity that the Company called upon, solicited, who was a customer or conducted business with as client or was about to become a customer or client of the effective date of Employer or any Subsidiary or related corporations and with whom the terminationEmployee had dealings during his employment by the Employer. ii. The Employee shall not, any persons either during his employment with the Employer or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-one (1) year following thereafter, directly or indirectly, employ or retain as an independent contractor any employee of the date Employer or any of termination its Subsidiaries or related corporations or induce or solicit, or attempt to induce, any such person to leave that person’s employment with the Employer. iii. The Employee represents and warrants that none of the negotiation, entering into or performance of this AgreementAgreement has resulted in or may result in a breach by him of any agreement, duty or other obligation with or to any other person, corporation, or entity, including, without limitation, any agreement, duty or obligation not to compete with any such person, corporation, or other entity or to keep any confidential information of any such person, corporation, or other entity or not to solicit or contact any customers or clients of such person, corporation, or other entity. The Employee further agrees to indemnify and hold harmless the Employer and any Subsidiaries or related corporations from and against any and all damages, expenses, losses, costs (including but not limited to legal fees and disbursements) which may be paid or are found to be payable by the Employer on account of any breach of this provision by the Employee. iv. In the event of a breach or threatened breach by the violation Employee of the provisions of Paragraphs 8.1, 8.2 and/or 8.3 of this Section 10Agreement, the Company will Employer shall be entitled to, in addition to an injunction restraining the Employee from further violation. Nothing herein shall be construed as prohibiting the Employer from pursuing any other remedies provided by law available to it for such breach or equitythreatened breach, obtain injunctive relief including recovery of damages and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended reasonable legal expenses for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableEmployer.

Non-Solicitation. Without limiting the generality of the foregoing, Employee agrees that for a period purposes hereof, if this Agreement is terminated pursuant to Section 4(a)(ii) (by the Company for Cause), pursuant to Section 4(a)(v) (by Employee without Good Reason), or due to Employee providing notice to the Company that Employee is not renewing this Agreement pursuant to the provisions of one (1) year following Section 2(c), then during the Applicable DateTerm of this Agreement and in the event of any termination or expiration of this Agreement, he will until the expiration of the Restricted Period, Employee shall not, anywhere within the Territory, without the prior written consent of the Company, either directly or indirectly solicit indirectly, on his own behalf or in the service of or on behalf of others, (i) solicit, contact, call upon, communicate with or attempt to solicit, within communicate with any supplier of goods or services to the Non-Compete AreaCompany, any business from customer of the Company or prospective customer of the Company, or any person representative of any customer or entity prospective customer of the Company with a view to selling or providing any product, deliverable or service competitive or potentially competitive with any product, deliverable or service sold or provided or under development by the Company during the period of two (2) years immediately preceding the Termination Date (provided that the Company called upon, solicitedforegoing restrictions shall apply only to customers or prospective customers of the Company, or conducted business with as representatives of the effective date of the termination, any persons customers or entities that have been prospective customers of the Company with which Employee had material contact during the two (2) year period immediately preceding the Termination Date); (ii) solicit, induce or recruit encourage any supplier of the Company to terminate or hire modify any person who has been business relationship with the Company; or is an employee (iii) otherwise take any action which may reasonably be anticipated to interfere with or disrupt any past, present or prospective business relationship, contractual or otherwise, between the Company and any customer, supplier or agent of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of . The actions prohibited by this Agreement. In addition, Employee agrees that he Section 6(b) shall not be engaged in by Employee directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limitedindirectly, whether as to timeemployee, area coveredindependent contractor, manager, salesperson, agent, technical support technician, sales or service representative, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableotherwise.

Non-Solicitation. Without limiting During the generality Term and for the one-year period thereafter, the Executive shall not, unless such solicitation is made on behalf of the foregoing, Employee agrees that for a period Company or one of one (1) year following its Subsidiaries or such solicitation is made with the Applicable Date, he will not, without the Company’s prior written consent consent, directly or indirectly, (i) solicit or encourage to leave the employment or other service of the Company, directly or indirectly any of its Subsidiaries, (except in connection with the termination of an employee in a manner consistent with Executive’s responsibilities as Chief Executive Officer of the Company and in compliance with the Company’s and its Subsidiaries’ policies) any managerial-level employee of, or independent contractor providing managerial-level services to, the Company or its Subsidiaries, where the independent contractor performs a substantial portion of his or her services for the Company, or (ii) solicit for employment (on behalf of the Executive or attempt any other person or entity) any former managerial-level employee of or independent contractor providing managerial-level services to solicitthe Company, where the independent contractor in the last year of service to the Company has performed a substantial portion of his or her services for the Company, who has left the employment of or discontinued providing services to the Company or any of its Subsidiaries within the Nonthen prior one-Compete Areayear period. During the Term and for the one-year period thereafter, the Executive will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its Subsidiaries’ relationship with, or endeavor to entice away from the Company or any of its Subsidiaries, any business from any person who during the Term is or entity that the Company called uponwas a tenant, solicitedco-investor, co-developer, joint venturer or conducted business with as of the effective date of the termination, any persons or entities that have been customers other customer of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableSubsidiaries.

Non-Solicitation. Without limiting Employee agrees to the generality following prohibitions on solicitation of the foregoingCompany's employees, customers, and business interests, to wit: (a) Employee agrees that for a shall not at any time during the period of one his employment with the Company, or during the two (12) year period immediately following the Applicable Date, he will noteffective date of his termination (the "Non-Solicitation Period"), without the prior written consent of the Company, directly on behalf of himself or indirectly any other person or entity, solicit for employment or attempt to solicitemploy any of the current officers or employees of the Company; provided, within however, that nothing contained herein shall prohibit the Employee from hiring employees of the Company when such employment results from general solicitations for employment. (b) Employee shall not at any time during the period of his employment with the Company, or during the Non-Compete AreaSolicitation Period, without the prior written consent of the Company, solicit for his own benefit, or for the benefit of any company or persons by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business from any person or entity that the Company called upon(including prospective business), solicitedfinances, or conducted business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire the terms of any person who has been or is an employee contracts of the Company, its parent, subsidiaries or affiliates during Company which is not freely available to the preceding one-year period from the date of termination of this Agreement. In addition, public. (c) Employee covenants and agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event material breach of the violation of this Section 10, foregoing subsections would immediately and irreparably harm the Company will and that a remedy at law would be entitled toinadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any other rights and remedies provided by available under this Release, at law or equityotherwise, obtain injunctive relief be entitled to an injunction to be issued by any court of competent jurisdiction enjoining and restraining the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such committing any violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableforegoing subsections.

Non-Solicitation. Without limiting 9.1 The Employee acknowledges that during the generality course of the foregoingEmployment, the Employee may visit customers of the Company and may deal with their complaints, handle problems, facilitate their requirements and otherwise develop contacts with them. The Employee further acknowledges and agrees that for the right to maintain its relationship with customers constitutes a period of one (1) year following proprietary right which the Applicable Date, Company is entitled to protect and the Employee therefore agrees that he will not, without at any time during the prior written consent Employment or within 12 months following the termination of the Employment, directly or indirectly, individually or in partnership, jointly or in conjunction, with anyone or more persons, firms, partnership, jointly, or in conjunction with anyone or more persons, firms, associations, syndicates or corporations, as principal, agent, shareholder of any company or in any manner whatsoever, within the USA, solicit any of the Company, directly 's customers or indirectly solicit or attempt to solicit, within the Non-Compete Area, any business from any person or entity that persons whom the Company called upon, solicited, or conducted business with was soliciting as customers at the time of the effective date termination of the termination, any persons Employment hereunder. Unauthorized solicitation for personal gain or entities that have been customers on behalf of third parties while employed by the Company shall be cause for termination without Notice or compensation in lieu of Notice. 9.2 During the Employment or within 12 months following the termination of the Company or recruit or hire any person who has been or is an employee of Employment, the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee acknowledges and agrees that he shall not refrain from either directly or indirectly solicit attempting to obtain the withdrawal of any other employee from employment with the Company having regard to the geographic and temporal restrictions set out above in Clause 11.1. Any violation of this Clause while employed by the Company shall be cause for termination without Notice or encourage any employee compensation in lieu of Company to go to work for or with Employee for a period of one-year following Notice. 9.3 This Clause 11 shall survive the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief Agreement and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableEmployment hereunder.

Non-Solicitation. Without limiting (a) During the generality period commencing on the date hereof and ending on the last day of the foregoingtwelfth (12th) full calendar month following the Employee's termination for any reason whatsoever including but not limited to involuntary termination (with or without Cause) and/or voluntary termination, Employee agrees hereby covenants that for a period of one (1) year following the Applicable Date, he will not, without directly or indirectly, solicit, entice or induce any Customer or Supplier (as defined below) of the prior written consent Company to (i) become a Customer or Supplier of any other person or entity engaged in any business activity that competes with any business conducted by the Company at any time during the period of Employee's employment with the Company, directly or indirectly solicit or attempt to solicit, within the Non-Compete Area, any business from planned by the Company at any time during the period of Employee's employment with the Company or (ii) cease doing business with the Company, and Employee agrees that he will not assist any person or entity that in taking any action described in the foregoing clauses (i) and (ii). For purposes of this Section 6, (A) a "Customer" of the Company called uponmeans any person, solicitedcorporation, partnership, trust, division, business unit, department or conducted business with as agency which, at the time of the effective date of the terminationtermination or within one year prior thereto, any persons shall be or entities that shall have been customers a customer, distributor or agent of the Company or recruit shall be or hire any person who has shall have been contacted by the Company for the purpose of soliciting it to become a customer, distributor or is an employee agent of the Company; and (B) a "Supplier" of the Company means any person, its parentcorporation, subsidiaries partnership, trust, division, business unit, department or affiliates during agency which, at the preceding one-year period from the date time of termination of this Agreement. In additionor within one year prior thereto, Employee agrees that he shall not directly be or indirectly solicit shall have been a supplier, vendor, manufacturer or encourage developer for any employee of Company to go to work for product or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, service or significant component used in addition to any other remedies provided by law product or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests service of the Company, . (b) During the period commencing on the date hereof and that ending on the restrictions contained herein are reasonable in light last day of the consideration and other value twenty-fourth (24th) full calendar month following the Employee's termination for any reason whatsoever, including but not limited to involuntary termination (with or without Cause) and/or voluntary termination, the Employee has accepted pursuant will not, directly or indirectly, induce other employees of the Company to this Agreement. If terminate their employment with the Company or engage in any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableCompeting Business.

Non-Solicitation. Without limiting (a) During the generality period beginning on the Closing Date and ending on the three (3) year anniversary of the foregoingClosing Date (the “Restricted Period”), Employee agrees that for none of GES, SWOP and WSS (each, a period of one “GES Company”), and collectively, the “GES Companies”), shall (1and each shall cause its Affiliates not to) year following the Applicable Datedirectly, he will not, without the prior written consent of the Company, directly or indirectly solicit through another Person, (i) induce or attempt to solicitinduce any employee of the Company (or any of its Affiliates) to leave his or her employment, within or in any way interfere with the Non-Compete Arearelationship between the Company (or any of its Affiliates) and any such employee, any business from (ii) hire any person or entity that who was an employee of the Company called upon, solicited(or any of its Affiliates) at any time during the six-month period immediately prior to the date on which such hiring would take place, or conducted (iii) call on, solicit or service any customer, charterer, lessor, vendor, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such Person to cease doing or decrease their business with as of the effective date of Company or its Affiliates, or in any way interfere with the terminationrelationship between any such customer, any persons charterer, lessor, vendor, licensee, licensor or entities that have been customers other business relation of the Company or recruit its Affiliates (including making any negative statements or communications about the Company or its Affiliates). Notwithstanding the foregoing, the restrictions set forth in this Section 9.9(c) shall not apply to the employees of any shareholders of the Company and shall not prohibit (Y) the employment of employees of the Company who solicit any of the GES Companies for employment or (Z) the solicitation of employees through general advertising (e.g., newspaper or internet), or the hiring of employees responding to such general advertising. Furthermore, for the avoidance of doubt, nothing in this Section 9.9 (c) shall prohibit any of the GES Companies from doing business with any vendors of the Company in the normal course of business. (b) During the Restricted Period, the Company shall not (and shall cause its Affiliates not to) directly, or indirectly through another Person, (i) induce or attempt to induce any employee of the GES Companies (or any of their Affiliates) to leave his or her employment, or in any way interfere with the relationship between the GES Companies (or any of their Affiliates) and any such employee, (ii) hire any person who has been or is was an employee of the Company, its parent, subsidiaries GES Companies (or affiliates any of their Affiliates) at any time during the preceding onesix-year month period from immediately prior to the date on which such hiring would take place, or (iii) with respect to the GES Affiliate Businesses, call on, solicit or service any customer, charterer, lessor, vendor, licensee, licensor or other business relation of termination the GES Companies in order to induce or attempt to induce such Person to cease doing or decrease their business with the GES Companies or their Affiliates, or in any way interfere with the relationship between any such customer, charterer, lessor, vendor, licensee, licensor or other business relation of the GES Companies or their Affiliates (including making any negative statements or communications about the GES Companies or their Affiliates). Notwithstanding the foregoing, the restrictions set forth in this Agreement. In addition, Employee agrees that he Section 9.9(b) shall not directly or indirectly solicit or encourage apply to (A) the employees of any employee members of Company to go to work for or with Employee for a period of one-year following IDM Group, Ltd., the date of termination of this Agreement. In the event ultimate parent of the violation GES Companies or (B) the Transferred Employees, and shall not prohibit (Y) the employment of employees of the GES Companies who solicit the Company for employment or (Z) the solicitation of employees through general advertising (e.g., newspaper or internet), or the hiring of employees responding to such general advertising. Furthermore, for the avoidance of doubt, nothing in this Section 9.9 (b) shall prohibit the Company from doing business with any vendors of the GES Companies in the normal course of business. (c) If, at the time of enforcement of any of the provisions of this Section 109.9, a court determines that the restrictions stated herein are unreasonable under the circumstances then existing, the Company will parties hereto agree that the maximum period, scope or geographical area reasonable under the circumstances shall be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended substituted for the period of time from which Employee began such violation until he permanently ceases such violationstated period, scope or area. The Employee acknowledges parties further agree that this Section 10 is necessary such court shall be allowed to protect the interests of the Company, and that revise the restrictions contained herein are reasonable to cover the maximum period, scope or geographical area permitted by Law. (d) Notwithstanding anything to the contrary contained herein, the restricted periods set forth in light Section 9.9(a) or (b), respectively, shall be extended with respect to any breaching party for a period equal to any time period that such breaching party is in violation of Section 9.9(a) or (b), respectively. (e) If either GES or the Company, or any of their respective Affiliates breaches, or threatens to commit a breach of, any of the consideration provisions of Section 9.8 or this Section 9.9 (the “Restrictive Covenants”), the non-breaching party shall have the right and remedy (i) to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to such party and that money damages would not provide an adequate remedy to the non-breaching party; and (ii) to require the breaching party to account for and pay over to the non-breaching party any profits, monies, accruals, increments or other value benefits derived or received by the Employee has accepted pursuant breaching party as the result of any transactions constituting a breach of the Restrictive Covenants. Each of the rights and remedies set forth herein shall be independent of the others, severally enforceable, and in addition to, and not in lieu of, any other rights and remedies available to this Agreement. If the non-breaching party at law or in equity. (f) Notwithstanding any provision of in this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and Agreement to the extent required for contrary, the Restrictive Covenants shall not apply to Lime Rock Management, L.P. and its validity under the applicable law Affiliates or 4D Global Energy Advisors S.A.S. and as so limited, will be enforceableits Affiliates.

Non-Solicitation. Without limiting (a) For consideration provided under this Agreement, including, but not limited to the generality of Company’s agreement to provide Executive with Confidential Information regarding the foregoingCompany and its respective businesses, Employee Executive agrees that while employed by the Company or an Affiliate and for twelve (12) months following a period Separation from Service during the term of one (1) year following the Applicable Date, this Agreement he will shall not, without the prior written consent of the General Counsel of the Company, directly or indirectly indirectly, (i) hire or induce, entice or solicit (or attempt to induce, entice or solicit) any employee of the Company or any of its Affiliates or ventures to leave the employment of the Company or any of its Affiliates or ventures or (ii) solicit or attempt to solicit, within solicit the Non-Compete Area, business of any business from any person customer or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers acquisition prospect of the Company or recruit any of its Affiliates or hire ventures with whom Executive had any person who actual contact or Confidential Information about while employed by the Company or an Affiliate. (b) The restrictions contained in Section 8(a) are limited to areas or territories within the United States or in any foreign country where the Company or an Affiliate engages (or has been definite plans to engage) in operations or is an employee the marketing of its products or services at the time of Executive’s Separation from Service. (c) Executive acknowledges that these restrictive covenants under this Agreement, for which Executive received valuable consideration from the Company as provided in this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination are ancillary to otherwise enforceable provisions of this Agreement. In addition, Employee agrees that he shall not directly the consideration provided by the Company gives rise to the interest of each of the Company in restraining Executive from competing and that the restrictive covenants are designed to enforce Executive’s consideration or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of return promises under this Agreement. In the event of the violation of this Section 10Additionally, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee Executive acknowledges that this Section 10 these restrictive covenants contain limitations as to time, geographical area and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other legitimate business interests of the Company, and that including, but not limited to, the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant Company’s need to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for protect its validity under the applicable law and as so limited, will be enforceableConfidential Information.

Non-Solicitation. Without limiting During the generality period of your employment with the foregoingCompany or any of its affiliates, Employee agrees that and for a period of one (1) year following months after the Applicable Datecessation of your employment for any reason, he whether with or without Cause, you will not, without the prior written consent of the Company, directly or indirectly solicit indirectly, on your own behalf or attempt to soliciton behalf of any other person, within and whether through your own efforts or through the Non-Compete Area, efforts or employing the assistance of any business from other person (including without limitation any consultant or any person employed by or entity that the Company called upon, solicited, associated with any person with whom you become employed or conducted business with as of the effective date of the termination, associated): a) call on or solicit in any persons or entities that have been customers manner any customer of the Company or recruit any of its affiliates for the purpose of doing business of the type done by the Company or hire any of its affiliates with such customer. For purposes of this Agreement, “customer” means any individual, firm, partnership, corporation, or other entity or person (i) currently doing business or who has been done business with the Company or any of its affiliates in the 12 months prior to the cessation of your employment, or (ii) any prospective customer that you know to be a prospective customer of the Company or any of its affiliates and with whom the Company or any of its affiliates is an in discussion with and reasonably expects to do business; or b) Solicit or otherwise induce any employee of the Company, Company or any of its parent, subsidiaries affiliates to leave the employ of the Company or affiliates during any of its affiliates. To the preceding oneextent the terms of this Section 17 are less restrictive (from your perspective) than comparable non-year period from solicitation restrictions agreed to by you pursuant to any Option agreement or Restricted Stock agreement dated prior to the date hereof (collectively, the “Prior Agreements”), the terms of termination this Section 17 shall supersede and replace the comparable non-solicitation provisions in each such Prior Agreement. By accepting and agreeing to the terms of this Agreement. In addition, Employee agrees you acknowledge that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event your receipt of the violation grant of the Award evidenced by this Agreement represents adequate consideration for the undertaking set forth in this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceable17.

Non-Solicitation. Without limiting During the generality period commencing on the date hereof and ending on the later of (i) the first anniversary of the foregoingdate on which such Management Holder ceases to be a Holder of Common Shares, Employee agrees that for a period of one (1ii) year following the Applicable Date, he will not, without the prior written consent second anniversary of the CompanyRepurchase Event of such Management Holder and (iii) the date on which such Management Holder ceases to receive any payments related to salary, directly bonus or severance from the Company or any of its Subsidiaries (or, in the case of any payment made in a lump sum, the expiration of the period to which such payment relates), such Management Holder shall not directly, or indirectly solicit through another Person, (x) induce or attempt to solicitinduce any employee, within the Non-Compete Arearepresentative, any business from any person agent or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers consultant of the Company or recruit any of its Affiliates or Subsidiaries to leave the employ or services of the Company or any of its Affiliates or Subsidiaries, or in any way interfere with the relationship between the Company or any of its Affiliates or Subsidiaries and any employee, representative, agent or consultant thereof, (y) hire any person who has been was an employee, representative, agent or is an employee consultant of the Company, Company or any of its parent, subsidiaries Affiliates or affiliates Subsidiaries at any time during the preceding onetwelve-year month period from immediately prior to the date on which such hiring would take place (it being conclusively presumed by the parties so as to avoid any disputes under this Section 9(d) that any such hiring within such twelve-month period is in violation of termination of this Agreement. In addition, Employee agrees that he shall not clause (x) above) or (z) directly or indirectly call on, solicit or encourage service any employee of Company to go to work for customer, supplier, licensee, licensor, representative, agent or with Employee for a period of one-year following the date of termination of this Agreement. In the event other business relation of the violation Company or any of this Section 10its Affiliates or Subsidiaries in order to induce or attempt to induce such Person to cease doing business with, or reduce the amount of business conducted with, the Company will be entitled toor any of its Affiliates or Subsidiaries, or in addition to any other remedies provided by law way interfere with the relationship between any such customer, supplier, licensee, licensor, representative, agent or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests business relation of the Company, and that the restrictions contained herein are reasonable in light Company or any of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole its Affiliates or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableSubsidiaries.

Non-Solicitation. Without limiting the generality of the foregoing, Employee A. The Executive hereby covenants and agrees that for a period of one (1) year following from the Applicable DateDate of Termination, he Executive will notnot directly or indirectly, without the prior written consent or in any individual or representative capacity, request or solicit any of the Company’s Clients to withdraw, curtail, cancel, or decrease the level of their business with the Company or request that they do business with any Competing Business. The Company’s Clients are any person or entity: (i) for whom Executive, at any time during the 12-month period prior to the time the Executive’s employment with the Company terminates, provided Company’s Services and with whom Employee had material contact; (ii) about whom Executive had Confidential Information; and/or (iii) with respect to whom Executive, at any time during the 12-month period prior to the time the Executive’s employment with the Company terminates, held supervisory, managerial, and/or oversight responsibilities for the provision of Company’s services. B. The Executive hereby covenants and agrees that for a period of one (1) year from the Date of Termination, Executive will not directly or indirectly indirectly, or in any individual or representative capacity, request or solicit or attempt to solicit, within any of the Non-Compete Area, any business from Company’s Prospective Clients (defined as any person or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who both (i) has been or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company solicited to go to work for or with Employee for become a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests customer of the Company, and (ii) with whom Executive had material contact or about whom Executive has knowledge of such solicitation, within the 12-month period prior to the time Executive’s employment with the Company terminates) to forgo doing business with the Company or request that such prospective customer or client do business with any Competing Business. C. The Executive hereby covenants and agrees that for a period of one (1) year from the restrictions contained herein are reasonable in light Date of Termination, Executive will not directly or indirectly hire or solicit for employment for any other business entity other than the Company (whether as an employee, consultant, independent contractor, or otherwise) any person who is, or within the six (6)-month period preceding the date of such activity was, an employee, independent contractor or the like of the consideration and other value the Employee has accepted pursuant Company or any of its subsidiaries, unless Company gives its written consent to this Agreementsuch offer of employment. If any provision of this covenant is invalid in whole or in partNothing herein shall prevent Executive, it will be limited, whether as to time, area covereddirectly, or otherwise indirectly through the use of agents, employees or other representatives, from placing general advertisements in any widely-distributed media (such as and newspapers, Internet postings, etc.) directed at the public at large (as opposed to directed specifically at the extent required for its validity Company’s employees, contractors or the like that have the effect of inducing or influencing any of the Company’s employees, contractors, or the like to terminate their employment or business relationship with the Company. D. The covenants set forth in this Section 9 will survive the Executive’s termination of employment under the applicable law and as so limited, will be enforceableSection 7.

Non-Solicitation. Without limiting In consideration for the generality of Restricted Stock Award granted pursuant to this Agreement, the foregoing, Employee Grantee agrees that for a period of one twelve (112) year months following the Applicable DateGrantee’s date of termination, he will the Grantee shall not, without the prior written consent permission of the Company, directly or indirectly solicit (1) solicit, employ or attempt retain, or encourage or cause any other person or entity to solicit, within the Non-Compete Areaemploy or retain, any business from any person who (i) is employed or entity that is providing services to the Company called upon, solicited, or conducted business with any of its Subsidiaries as of the effective date of termination or (ii) is or was providing services to the Company or any of its Subsidiaries within the twelve (12) month period prior to the Grantee’s date of termination, (2) encourage or cause any employee of the Company or any of its Subsidiaries to breach or threaten to breach any terms of such employee’s employment or other agreement with the Company or any of its Subsidiaries or to terminate such employee’s employment with the Company or any of its Subsidiaries, (3) solicit business from any persons or entities that have been whom the Grantee knows or should know (xx) are current clients or customers of the Company or recruit any of its Subsidiaries, (yy) were customers or hire any person who has been or is an employee clients of the Company, Company or any of its parent, subsidiaries or affiliates Subsidiaries during the preceding one-year twelve (12) month period from prior to the date of termination of this Agreement. In additiontermination, Employee agrees that he shall not directly or indirectly solicit (4) encourage or encourage cause any employee of Company to go to work for clients or with Employee for a period of one-year following the date of termination of this Agreement. In the event customers of the violation Company or any of its Subsidiaries to cancel or terminate any business relationship with the Company or any of its Subsidiaries. If Grantee breaches the provisions of this Section 105, the Company will shall be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time recover from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests Grantee all of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted Vested Shares granted pursuant to this Agreement. If any provision of this covenant is invalid in whole Agreement or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceablevalue thereof.

Non-Solicitation. Without limiting Employee shall have access to and shall be directly or indirectly responsible for the generality of Company's customer lists, pricing, policies, projections, product development, trade secrets and other privileged and confidential information essential to the foregoing, Employee agrees that for Company's business. For a period of one (1) year following the Applicable Dateexpiration of the Term or earlier termination of this Agreement, he will not, the Employee shall not without the express prior written consent approval of the Company's Board, directly or indirectly solicit (i)own or attempt to solicithold any proprietary interest in, within the Non-Compete Areaor be employed by or receive remuneration from, any business from any person corporation, partnership, sole proprietorship or other entity that engaged in competition with the Company called upon, solicitedor any of its affiliates (a "Competitor"), or conducted business with as (ii) solicit for the account of the effective date of the terminationany Competitor, any persons vendor, customer or entities that have been customers client of the Company or recruit its affiliates any entity or hire any person who has been individual that was a customer or is an employee client of the Company during 187756v1/1o497.0 -3- Company, its parentwhich Employee may receive or to which he/she may become entitled. 401 -4- Company, subsidiaries which Employee may receive or affiliates during to which he/she may become entitled. the 12-month period immediately preceding one-year period from the date of Employee's termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violationemployment. The Employee acknowledges that this Section 10 is necessary also agrees not to protect act on behalf of any Competitor to interfere with the interests relationship between the Company or its affiliates and their employees. For purposes of the Companypreceding paragraph, and that (i) the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole term "proprietary interest" means legal or in part, it will be limitedequitable ownership, whether as through stockholding or otherwise, of an equity interest in a business, firm or entity other than ownership of less than 5 percent of any class of equity interest in a publicly held business, firm or entity and (ii) an entity shall be considered to time, area coveredbe "engaged in competition" if such entity is, or otherwise as is a holding company for, an entity engaged in the business of developing, marketing, licensing and/or selling technology and/or products capable of screening and to the extent required for its validity under the applicable law blocking outbound calls against state, in-house and as so limited, will be enforceablethird-party "do not call" lists.

Non-Solicitation. Without limiting (1) The Executive undertakes that during the generality of the foregoing, Employee agrees that Appointment and (subject to clause 8(2)) for a period of one (1) year 12 months following the Applicable Date, he will not, without the prior written consent termination of the Company, Appointment (the “Exclusion Period”) he shall not whether on his own account or otherwise and whether directly or indirectly solicit or attempt to indirectly: (a) solicit, within the Non-Compete Areainterfere with, endeavour to entice away or induce to leave their employment any business from any person director or entity that the Company called upon, solicited, senior manager who is then or conducted business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from was at the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any the Appointment an employee of or engaged by the Company or any other company within the Prudential Group and with whom the Executive had business dealings during the course of his employment in the 12 month period immediately prior to go the termination of the Appointment. Nothing in this clause shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any company within the Prudential Group; or (b) solicit, interfere with or endeavour to work or actually entice away from the Company or any company within the Prudential Group business orders, or custom for products or with Employee for a period of one-year following services similar to those being provided by the Company or any company within the Prudential Group from any person, firm or corporation who was at the date of termination of the Appointment, or had been at any time within the year ending on that date, a customer or in the habit of doing business with the Company or any company in the Prudential Group and with whom the Executive was directly concerned in the twelve months before the termination of the Appointment. Nothing in this Agreementclause shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any company within the Prudential Group; or (c) carry on, set up, be employed, engaged or interested in a business anywhere in the UK, Europe, US or Asia which is or is about to be in competition with the business of the Company or any company within the Prudential Group as at the date of termination with which the Executive was actively involved during the 12 month period immediately prior to termination of the Appointment, including (but not limited to) the businesses of the companies listed in Schedule 1 (or such other companies as may, from time to time, carry on such businesses). In It is agreed that in the event that any such company ceases to be in competition with the Company and/or any company within the Prudential Group, this clause 8(1)(c) shall, with effect from that date, cease to apply in respect of such company. The provisions of this clause 8(1)(c) shall not, at any time following the termination of the violation Appointment, prevent the Executive from holding shares or other capital not amounting to more than 3% of this Section 10the total issued share capital of any company whether listed on a recognised stock exchange or not and, in addition, shall not prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any company within the Prudential Group. (2) The period during which the restrictions referred to in clause 8 shall apply following the termination of the Appointment shall be reduced by the period of notice actually served. The amount of time during which, if at all, the Company will be entitled tosuspends the Employee under the provision of clause 3(3), in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, shall also reduce the period during which the restrictions referred to in clause 8 shall apply. (3) The Executive acknowledges and agrees that: (a) each of time for this Paragraph will automatically be extended sub-clauses 8(1)(a) (b) and (c) hereof constitute an entirely separate and independent restriction on him; (b) the duration extent and application of each of the restrictions are no greater than is necessary for the period reasonable protection of time from which Employee began the proper interests of the Prudential Group; and (c) if any such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 restriction is necessary found by any court of competent jurisdiction to protect be void or unenforceable as going beyond what is reasonable in the circumstances for the protection of the interests of the Company, and that the restrictions contained herein are reasonable in light Prudential Group but would be valid if part of the consideration wording was deleted and/or the period thereof was reduced and/or the territory concerned was reduced the restriction shall apply within the jurisdiction of that court with such modifications as may be necessary to make it valid and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableeffective.

Non-Solicitation. Without limiting the generality of the foregoing, Employee The Executive agrees that while he or she is employed by the Company and for a period of one twenty-four (124) year following months after the Applicable DateDate of Termination, he will the Executive shall not, directly or indirectly: (i) without first obtaining the prior express written consent permission of the Company’s General Counsel, which permission may be withheld solely in the Company’s discretion, directly or indirectly contact or solicit business from any client or attempt to solicitcustomer of the Company with whom the Executive had direct contact or responsibility or about whom the Executive acquired any Trade Secret or Confidential Information during his employment with the Company. Likewise, within the Non-Compete AreaExecutive shall not, any without first obtaining the express written permission of the Company’s General Counsel which permission may be withheld solely in the Company’s discretion, directly or indirectly contact or solicit business from any person responsible for referring business to the Company or entity who regularly refers business to the Company with whom the Executive had any direct contact or about whom the Executive acquired any Trade Secret or Confidential Information during his employment with the Company; or (ii) take any action to hire, recruit or to directly or indirectly assist in the hiring, recruiting or solicitation for employment of any officer, employee or representative of the Parking Companies who possesses Trade Secret and Confidential Information of the Company. If the Executive, after the termination of his employment hereunder, has any question regarding the applicability of the above provisions to a potential employment opportunity, the Executive acknowledges that it is his responsibility to contact the Company so that the Company called upon, solicited, or conducted business may inform the Executive of its position with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreementrespect to such opportunity. In addition, Employee The Executive agrees that he the non-compete period set forth in Section 6(e) above shall be tolled, and shall not directly or indirectly solicit or encourage run, during any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from in which Employee began such he is in violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Companyterms thereof, and so that the restrictions contained herein are reasonable in light Company shall have al of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableagreed-upon temporal protections recited therein.

Non-Solicitation. Without limiting (a) While I am employed at the generality of the foregoing, Employee agrees that Company and for a period of one 24 months after termination of my employment for any reason (1) year following the Applicable Datewhether voluntary or involuntary), he I will not, without directly or indirectly, solicit, recruit or hire any employee of the prior written consent Company to work for a third party other than the Company or otherwise solicit, entice or induce any employee to materially breach any agreement between such employee and the Company of which I have knowledge. (b) While I am employed by the Company and for a period of 24 months after termination of my employment for any reason (whether voluntary or involuntary) other than because of non-renewal of my employment agreement by the Company, I will not, directly or indirectly solicit or attempt to indirectly, solicit, within entice or induce any Customer (as defined below) of the Non-Compete Area, Company to (i) become a Customer of any other person or entity engaged in any material respect in any business from activity that competes with any material business activity conducted by the Company at any time during the period of my employment with the Company, or any business activity planned by the Company at any time during the period of my employment with the Company that the Company reasonably believes will be a material business activity in the future (other than such a planned activity that has been abandoned by the Company) or (ii) cease doing business with the Company, and I will not assist any person or entity that in taking any action described in the foregoing clauses (i) and (ii). For purposes of this paragraph (c), a “Customer” of the Company called uponmeans any person, solicitedcorporation, partnership, trust, division, business unit, department or conducted business with as agency which, at the time of the effective date of the terminationdetermination or within one year prior thereto, any persons shall be or entities that shall have been customers a material customer, distributor or agent of the Company or recruit shall be or hire any person who has shall have been contacted by the Company for the purpose of soliciting it to become a material customer, distributor or is an employee agent of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceable.

Non-Solicitation. Without limiting (i) The Executive specifically acknowledges that the generality Confidential Information described in this Section 12 includes confidential data pertaining to current and prospective customers of the foregoingCompany, Employee that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers, and to develop proposals which are specifically designed to meet the requirements of such customers. Therefore, the Executive agrees that during the Term, and for a period of one (1) year following after the Applicable DateDate of Termination, he will not, without except on behalf of the prior Company or with the Company’s express written consent consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity, any customers or targeted potential customers with whom he had contact before the Date of Termination to take any action which could reasonably be expected to adversely affect the Company. (ii) The Executive specifically acknowledges that the Confidential Information described in this Section 12 also includes confidential data pertaining to current and prospective employees and agents of the Company, and the Executive further agrees that during the Term, and for a period of one (1) year after the Date of Termination, the Executive will not directly or indirectly solicit solicit, induce or attempt to solicitinduce, within the Non-Compete Area, on his own behalf or on behalf of any business from any other person or entity that entity, the Company called upon, solicited, or conducted business with as services of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries Company or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of Company’s employees, consultants or agents to terminate their employment or agency with the Company or take any other actions which would otherwise cause the Company’s employees, consultants or agents to violate any Company policy, program or plan. (iii) The Executive specifically acknowledges that the Confidential Information described in this Section 10, the Company will be entitled to, in addition 12 also includes confidential data pertaining to any other remedies provided by law or equity, obtain injunctive relief current and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests prospective vendors and suppliers of the Company, and the Executive agrees that during the restrictions contained herein are reasonable in light Term, and for a period of one (1) year after the Date of Termination, the Executive will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any vendor or supplier of the consideration and other value Company for the Employee has accepted pursuant to this Agreement. If any provision purpose of terminating or changing (in an adverse manner) such vendor’s or supplier’s relationship or agency with the Company. (iv) For purposes of this covenant is invalid in whole or in partSection 12(a), it will be limited, whether as to time, area covered, or otherwise as and references to the extent required for its validity Company mean the Company or any existing or future subsidiary of the Company and any other entities that directly or indirectly, through one or more intermediaries, control, are controlled by or are under common control with the applicable law and as so limited, will be enforceableCompany.

Non-Solicitation. Without limiting Key Person agrees that, from the generality date of the foregoingClosing until the second anniversary of the end of the Key Person’s employment or service as a director or officer with the Company (the “Restricted Period”), Employee agrees that for a period of one (1) year following the Applicable Date, he will Key Person shall not, in any manner, directly or indirectly (without the prior written consent of Parent): (i) Solicit any Client to transact business with a Competitive Enterprise or to reduce or refrain from doing any business with Parent or any of its Subsidiaries (including the Company), (ii) interfere with or damage any relationship between Parent, Parent Bank or the Company, directly or indirectly solicit or attempt to soliciton the one hand, within and a Client, on the Non-Compete Area, any business from any person or entity that the Company called upon, solicitedother hand, or conducted business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person (iii) Solicit anyone who has been or is an employee of Parent or any of its Subsidiaries (or who was, to Key Person’s knowledge, an employee of Parent or any of its Subsidiaries within the prior 90 days) to resign from Parent or any of its Subsidiaries (including the Company, its parent, subsidiaries ) or affiliates during the preceding one-year period from the date of termination to apply for or accept employment with any other Competitive Enterprise. For purposes of this Agreement. In addition, Employee agrees that he (A) all references to the “Company” shall not directly or indirectly solicit or encourage any employee of Company mean CUB and its Subsidiaries prior to go to work for or with Employee for a period of one-year the Effective Time and Parent and its Subsidiaries at and following the date Effective Time, (B) “Person” shall mean any individual, bank, corporation (including not-for-profit), joint-stock company, general or limited partnership, limited liability company, joint venture, estate, business trust, trust, association, organization, firm or other entity or business of termination any kind or nature, (C) “Competitive Enterprise” shall mean (1) any banking organization that competes anywhere within CUB’s “footprint” (i.e., where CUB or any of this Agreement. In its Subsidiaries regularly conducted business prior to the event Effective Time) with any of the violation business activities engaged in by CUB or any of this Section 10, its Subsidiaries prior to the Company will be entitled toEffective Time or (2) any entity or business attempting to acquire an interest in a banking organization described in clause (1); (D) “Client” shall mean any client of CUB or any of its Subsidiaries to whom Key Person, in addition to any other remedies provided by law his or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether her capacity as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceable.an

Non-Solicitation. Without limiting (a) For a period commencing on the generality date of this Agreement and ending on the second anniversary of the foregoingClosing Date (the “Nonsolicitation Period”), Employee agrees that neither Buyers nor the Company shall, directly or indirectly, for itself or on behalf of or in conjunction with any other person (other than as a holder of not more than one percent (1%) of the outstanding stock of a corporation), nor shall it permit any of its subsidiaries, directors, officers, employees, agents, advisors or representatives to, directly or indirectly, call upon any person who is, at the time the person is called upon, an employee of Parent, for the purpose or with the intent of soliciting such employee away from or out of the employ of Parent, or employ or offer employment to any person who was or is employed by Parent unless such person shall have ceased to be employed by Parent for a period of at least six months; provided, that, at the request of any Buyer or any Affiliate thereof, Parent may, in its sole discretion, determine to waive this provision with respect to one or more such employees of Parent, such waiver to be evidenced in a writing delivered by Parent to such Buyer; provided, further, that notwithstanding anything to the contrary in this Agreement, for a period of six (16) year following months after the Applicable DateClosing the Company may solicit up to an aggregate of ten (10) employees of Parent (excluding employees of Parent employed by Force or any of its subsidiaries) for purposes of post-Closing employment with the Company and; provided, he will notfurther, without that in the prior written consent event Buyers or the Company hire any such employee at any time during the Continuation Period, such employee shall be deemed to be a “Transferred Employee” for all purposes hereunder as of the Companyrespective date of hire. (b) During the Nonsolicitation Period, Parent shall not, directly or indirectly solicit indirectly, for itself or attempt to soliciton behalf of or in conjunction with any other person (other than as a holder of not more than one percent (1%) of the outstanding stock of a corporation), within the Non-Compete Areanor shall it permit any of its subsidiaries, any business from directors, officers, employees, agents, advisors or representatives to, directly or indirectly, call upon any person or entity that who is, at the Company time the person is called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries or affiliates during for the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for purpose or with Employee the intent of soliciting such employee away from or out of the employ of the Company, or employ or offer employment to any person who was or is employed by the Company unless such person shall have ceased to be employed by the Company, as applicable, for a period of one-year following at least six (6) months; provided, that, at the date request of termination of this Agreement. In the event of the violation of this Section 10Parent, the Company will be entitled toany Buyer may, in addition its sole discretion, determine to any other remedies provided by law waive this provision with respect to one or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began more such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests employees of the Company, such waiver to be evidenced in a writing delivered by such Buyer to Parent. (c) The foregoing Sections 5.11(a) and (b) shall not be deemed to prohibit any person from engaging in general media advertising or solicitation that may be targeted to a particular geographic or technical area but that is not targeted towards employees of Parent (in the restrictions contained herein are reasonable case of Section 5.11(a)) or the Company (in light the case of Section 5.11(b)). (d) For purposes of this Section 5.11, references to “Parent” shall mean Parent, together with its Affiliates (excluding the Company Entities and Parent Brazil with respect to the Brazilian Operations) and references to the Company shall mean each of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in partCompany Entities, it will be limited, whether as to time, area covered, or otherwise as and Parent Brazil with respect to the extent required for its validity under Brazilian Operations and Brazil NewCo, as of and after the applicable law and as so limited, will be enforceableBRT Date.

Non-Solicitation. Without limiting (a) In exchange for the generality of Company providing the foregoingGrantee the consideration set forth herein and other confidential information, Employee agrees that during the Grantee's employment with the Company and for a period of one year after the separation of such employment for any reason, the Grantee hereby agrees not to, either directly or indirectly: (1i) year following solicit the Applicable Dateemployment of, he will notrecruit, without employ, hire, cause to be employed or hired, entice away, or establish a business with any person whom the prior written consent Grantee had contact with or job-related information about in the course of such person's employment or other relationship with the Company, directly or indirectly solicit suggest to or attempt to solicit, within discuss with any such person the Non-Compete Area, any business from discontinuation of that person's status or employment with the Company; or (ii) on behalf of any person or entity that engaged in the Company called upon, solicited, same or conducted similar business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parentcall on, subsidiaries service, solicit, or affiliates during accept competing business from the preceding oneCompany's customers or prospective customers whom or which the Grantee, within the previous two (2) years, had or made contact with regarding the Company's business or had access to the Company's information or files about such customer or prospective customer. (b) To the extent that any provision of this Section 10 shall be determined to be invalid or unenforceable in any respect or to any extent, the provision shall not be void or rendered invalid, but instead shall be automatically amended for such lesser term, to such lesser extent, or in such other lesser degree, as will grant the Company the maximum protection and restrictions on the Grantee's activities permitted by applicable law in such circumstances. If the Grantee violates a non-year solicitation provision described above and the Company brings legal action for injunctive relief, the Company shall not, as a result of such breach or the time involved in obtaining the relief, be deprived of the benefit of the full period of the provision(s) violated. Accordingly, the provision(s) shall be deemed to be in effect for the duration specified therein, computed from the date the relief is granted but not to include any period of termination time during which the Grantee is in violation of the provision(s). (c) The Company's right to enforce the terms of this Section 10 shall not be affected by the existence or non-existence of any other similar agreement for anyone else, or by the Company's failure to fully enforce, or enforce at all, the terms of any other such agreement. The provisions of this Section 10 are in addition to and not in lieu of, and do not supersede, cancel or replace, (i) any agreement regarding non-solicitation or non-recruitment of customers, consultants or employees previously or subsequently signed by the Grantee, or (ii) any provisions of an existing agreement regarding any such subjects. Likewise, this Agreement does not alter or amend the terms of any existing agreement between the Company and the Grantee concerning employment, and such agreement shall not operate to preclude the enforcement (or cancel the terms) of this Agreement. In additioncase of any conflict between the terms of this Agreement and the terms of any such agreement concerning employment, Employee agrees the terms of that he agreement shall not directly operate to cancel, supersede or indirectly solicit or encourage any employee preclude the enforcement of Company to go to work for or with Employee for a period of one-year following the date of termination terms of this Agreement. In the event The terms of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief such agreement shall be construed and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant enforced without reference to this Agreement unless such agreement references this Agreement. If any provision of this covenant is invalid in whole , specifically or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceablegenerally.

Non-Solicitation. Without limiting the generality of the foregoing, Employee (a) Seller agrees that for during a period of one two (12) year following years from and after the Applicable Closing Date, he it will not, without the prior written consent in any manner (whether on its own account, as an owner, operator, manager, consultant, officer, director, employee, investor, agent or otherwise), or permit its Affiliates in any manner, (i) recruit, solicit or otherwise attempt to employ any of the CompanyBusiness Employees, directly or indirectly solicit induce or attempt to solicitinduce any Business Employee to leave employment with the Buyer or the Company; provided, within the Non-Compete Areathat, this Section 7.6 shall not prohibit Seller or any business of its Affiliates from soliciting or hiring any person who responds to a general advertisement or entity that solicitation, including but not limited to advertisements or solicitations through newspapers, trade publications, periodicals, radio or internet database, or efforts by any recruiting or employment agencies, not specifically directed at Business Employees or (ii) intentionally interfere with the relationship between the Company called uponand any employee, solicitedcustomer, sales representative, broker, supplier, licensee or conducted other business with as of the effective date of the terminationrelation (or any prospective customer, any persons supplier, licensee or entities that have been customers other business relationship) of the Company (including by making any negative or recruit disparaging statements or hire communications regarding Buyer or the Company or any person who has been of their respective operations, officers, directors or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee investors). (b) Seller agrees that he shall its obligations under this Section 7.6 are special and unique and that any violation thereof would not directly or indirectly solicit or encourage any employee of Company be adequately compensated by money damages, and grants the Buyer the right to go to work for or with Employee for a period of one-year following specifically enforce (including injunctive relief where appropriate) the date of termination of this Agreement. In the event of the violation terms of this Section 10, 7.6. (c) Seller agrees that the Company will be entitled to, covenants against competition contained in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10are reasonable and fair in all respects, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is and are necessary to protect the interests of the CompanyBuyer. However, and that the restrictions contained herein are reasonable in light case any one or more of the consideration and provisions or parts of a provision contained in this Section shall, for any reason, be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other value the Employee has accepted pursuant to this Agreement. If any provision or part of a provision of this covenant is Section or any other jurisdiction, but this Section shall be reformed and construed in any such jurisdiction as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such provision or part shall be reformed so that it would be valid, legal and enforceable to the maximum extent permitted in whole such jurisdiction. Without limiting the foregoing, the Parties intend that the covenants and agreements contained in this Section shall be deemed to be a series of separate covenants and agreements. If, in any legal proceeding, a court or arbitrator shall refuse to enforce all the separate covenants and agreements deemed to be included in partthis Section, it will is the intention of the Parties that the covenants and agreements which, if eliminated, would permit the remaining separate covenants and agreements to be limitedenforced in such proceeding shall, whether as to timefor the purpose of such proceeding, area covered, or otherwise as and to be deemed eliminated from the extent required for its validity under the applicable law and as so limited, will be enforceableprovisions of this Section.

Non-Solicitation. Without limiting I agree that while I am employed by the generality Company and (a) in the event I terminate my employment by way of a Voluntary Termination (as defined below) or the foregoingCompany terminates my employment for Due Cause (as defined below) (either event, Employee agrees that a "Fault Event"), for a period of two (2) years immediately following any such termination of my employment with the Company, or (b) in the event of a termination or expiration of my employment with the Company for any other reason, for a period of one (1) year immediately following the Applicable Date, he will not, without the prior written consent termination or expiration of my employment with the Company, I shall not directly or indirectly solicit indirectly, either on behalf of myself or any other person or entity, (i) intentionally solicit, induce, recruit or encourage any employee of the Company or independent contractor of the Company who provides services to or on behalf of the Company to leave his, her or its employment or engagement with the Company, or attempt to solicit, recruit, or take away any such employees or independent contractors (or induce or encourage any such employee or independent contractor to terminate its employment or engagement with the Company); provided that after termination or expiration of my employment, this provision shall only apply to those employees or independent contractors of the Company who (A) are current employees or independent contracts of the Company and (B) were such at any time within 12 months prior to the date of such termination or expiration, (ii) intentionally interfere in any manner with the contractual or employment relationship between the Company and any employee, independent contractor, Customer (as defined below) or supplier of the Company or cause any such employee, independent contractor, Customer or supplier to cease employment with, cease doing business with or reduce the amount of business it does with the Company; provided that after termination or expiration of my employment, this provision shall apply only to the employees, independent contractors, Customers or suppliers of the Company who (A) are current employees, independent contractors, Customers or suppliers of the Company and (B) were such at any time within 12 months prior to such termination or expiration, (iii) after termination or expiration of my employment, hire or otherwise employ any employee of the Company or independent contractor of the Company who provides services to or on behalf of the Company or who has provided services to or on behalf of the Company at any time during the prior three month period, or (iv) whether as a direct solicitor or provider of such services or products, or in a management or supervisory capacity over others who solicit or provide such services or products, intentionally solicit or provide services or products that fall within the Non-Compete Area, definition of Restricted Business to any business from any person or entity that the Company called upon, solicited, or conducted business with as Customer of the effective date Company; provided that after the expiration or termination of the terminationmy employment, any persons or entities that have been this provision shall only apply to those customers of the Company who are current Customers and were Customers at any time within 12 months prior to the termination or recruit expiration of my employment with the Company. "Customer" shall mean those persons or hire any person who affiliates to which the Company has been rendered services or is an employee provided products within the last three months that fall within the definition of Restricted Business (including, for the avoidance of doubt, commercial clients of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees Company that he shall not directly or indirectly solicit or encourage any employee of Company provide vehicles to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies connection with the services provided by law or equity, obtain injunctive relief the Company). The terms "Due Cause" and "Voluntary Termination" shall have the respective meanings signed to each such term in the Executive Employment Agreement between me and the specific performance Company of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableeven date herewith.

Non-Solicitation. Without limiting Service Provider agrees and undertakes to Client, for the generality term of the foregoingthis agreement and any renewal thereof, Employee agrees that and for a period of one (1) year following the Applicable Dateits termination, he will notnot to solicit, without the prior written consent of the Companydo business with or attempt to do business with, at any location whatsoever, directly or indirectly and in any manner whatsoever, with Client’s client during the project being conducted. Also, Service Provider shall not solicit or attempt to solicithire in any way, within the Non-Compete Areadirectly or indirectly, as an employee, consultant or any other title whatsoever, any business from of the employees, directors, executives or other people (hereafter collectively the “Employees” for the purposes of this article) working full or part time for Client (or Client’s client) at the time when the period of one (1) year begins or having thus worked in the twelve (12) months preceding that time, and in no way will attempt to, directly or indirectly, encourage one or other of said Employees to leave their job. For the purposes of the preceding provisions: Any member of Client’s (of Client’s client’s) personnel who agrees, during the above-mentioned period of prohibition, to work or provide any service whatsoever for monetary or other compensation to any person but Client (or entity that Client’s client), in which the Company called upondefaulting Service Provider might have, directly or indirectly, any interest, whether as an owner, investor, shareholder, director, employee or in another manner, will be construed to have been solicited, or conducted business with as ; Any person having retained the Client’s services in the two (2) years preceding the start of the effective date abovementioned period of prohibition will be construed to be a client of Client; Service Provider acknowledges that any contravention on its part of this non solicitation agreement will result for it, without prejudice to any other rights and remedies available to the intermediary, in the imposition of a penalty of one thousand dollars ($1,000.00) per day of violation of the termination, any persons or entities that have been customers performance of the Company or recruit or hire any person who has been or is an employee obligations set forth in the provisions of the Companyarticles 8.1 and 8.2 herein. Consequently, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In in the event of such failure confirmed by a court or by an arbitration board, Service Provider shall give Client the amount of one thousand dollars ($1,000.00) per day of violation of this Section 10the performance of the obligations, without prejudice to the Company will be entitled torights and remedies, in addition to Service Provider’s fees, injunction proceedings, damages or any other remedies provided by law remedy related to such a violation or equity, obtain injunctive relief and the specific performance threat of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 non-solicitation clause is necessary to protect the interests not mandatory but strongly recommended. It is only given here as an example. It is one of the Company, and that the restrictions contained herein are reasonable in light key aspects of the consideration and other value agreement that should be considered to demonstrate the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and service provider’s integrity to the extent required for its validity under the applicable law and as so limited, will be enforceableclient.

Non-Solicitation. Without limiting (a) During the generality period of the foregoingExecutive’s employment by the Company, Employee agrees that whether pursuant to this Agreement or otherwise, and for a the twelve (12) -month period of one (1) year following the Applicable Datetermination of the Executive’s employment with the Company for any reason, he the Executive will not, without the prior written consent of the Company, directly or indirectly solicit indirectly: (i) influence or attempt to solicit, within the Non-Compete Area, influence any business from any person or entity that customer of the Company called upon, solicited, or conducted business with as any of its affiliates to discontinue its use of the effective date of the terminationCompany’s (or such affiliate’s) services or to divert such business to any other person, any persons firm or entities corporation; provided; however, that have been a broad and general advertisement or solicitation not specifically targeting or intending to target customers of the Company or recruit any of its affiliates shall not be deemed a violation of this Section 8; or (ii) interfere with, disrupt or hire attempt to disrupt the relationship, contractual or otherwise, between the Company or any of its affiliates and any of its respective employees, customers, suppliers, principals, distributors, lessors or licensors. Efforts by the Executive, whether direct or indirect, (A) to solicit or assist any other person who has been or is an entity in soliciting any employee of the Company or any of its affiliates to perform services for any entity (other than the Company or any of its affiliates) or (B) to encourage any employee of the Company, or any of its parent, subsidiaries affiliates to leave their employment with the Company or any of its affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the be in violation of this Section 108. A person’s response to a broad and general advertisement or solicitation not specifically targeting or intending to target employees of the Company or any of its affiliates shall not be deemed a violation of this Section 8. (b) In the event the Executive materially breaches any of the provisions contained in Section 8(a) hereof and the Company seeks compliance with such provisions by judicial proceedings, the time period during which the Executive is restricted by such provisions shall be extended by the time during which the Executive has been in violation of any such provision and any period of litigation required to enforce the Executive’s obligations under this Agreement. (c) The Executive and the Company will intend that Section 8 of this Agreement be entitled toenforced as written. However, if one or more of the provisions contained in addition Section 8 shall for any reason be held to be unenforceable because of the duration or scope of such provision or the area covered thereby, the Executive and the Company agree that the court making such determination shall have the full power to reform, by “blue penciling” or any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10means, the period duration, scope and/or area of time for this Paragraph will automatically such provision and in its reformed form such provision shall then be extended for enforceable and shall be binding on the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableparties.

Non-Solicitation. Without limiting the generality of the foregoing, Employee agrees that In consideration for a period of one (1i) year following the Applicable Date, he will not, without the prior written consent of the Company’s promise to provide Confidential Information to Executive and Executive’s return promise to hold the Company’s Confidential Information in trust, directly or indirectly solicit or attempt to solicit, within (ii) the Non-Compete Area, any business from any person or entity that substantial economic investment made by the Company called upon, solicited, or conducted business with as of in the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief Confidential Information and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests goodwill of the Company, and that the restrictions contained herein are reasonable in light of business opportunities disclosed or entrusted to Executive, (iii) the consideration compensation and other value benefits provided by the Employee has accepted Company to Executive, and (iv) the Company’s employment of Executive pursuant to this Agreement. If any provision , and to protect the Company’s Confidential Information, customer relationships, and goodwill, Executive agrees that, during the Employment Period and for a period of twelve (12) months immediately following the date of Executive’s termination from employment, other than in connection with his authorized duties under this covenant is invalid in whole Agreement, Executive shall not, directly or indirectly, either as a principal, manager, agent, employee, consultant, officer, director, stockholder, partner, investor, owner, or lender or in partany other capacity, it and whether personally or through other persons or entities: (i) Solicit business from, interfere with, attempt to solicit business with, or do business with any customer of the Company with whom the Company did business or who the Company solicited within the preceding twelve (12) months, and who or which Executive contacted, called on, serviced or did business with during Executive’s employment at the Company (and not at any time prior to commencement of the Employment Period). This restriction in this Section 7(a)(i) only prohibits soliciting, attempting to solicit or transacting business for any person or entity, other than the Company, engaged in the business of mining bitcoin; or (ii) Solicit, induce or attempt to solicit or induce, engage or hire, on behalf of himself or any other person or entity, any person who is an employee or consultant of the Company or who was employed by the Company within the preceding twelve (12) months (general advertisements and similar solicitations not directed at any specific individuals shall not be considered solicitation for this purpose). Notwithstanding the foregoing, the restrictions contained in this Section shall not apply to ▇▇▇▇▇ ▇▇▇▇▇▇▇. The provisions contained in this Section 7 are considered reasonable by Executive and the Company. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. In the event Executive breaches this Section 7, Executive acknowledges that there will be limitedno adequate remedy at law, whether and the Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company shall have right to time, area covered, or otherwise as and to the extent required for its validity seek all remedies permissible under the applicable law and as so limited, will be enforceablelaw.

Non-Solicitation. Without limiting During the generality period of your employment with the foregoingCompany or any of its affiliates, Employee agrees that and for a period of one (1) year following months after the Applicable Datecessation of your employment for any reason, he whether with or without Cause, you will not, without the prior written consent of the Company, directly or indirectly solicit , on your own behalf or attempt to soliciton behalf of any other person, within and whether through your own efforts or through the Non-Compete Area, efforts or employing the assistance of any business from other person (including without limitation any consultant or any person employed by or entity that the Company called upon, solicited, associated with any person with whom you become employed or conducted business with as of the effective date of the termination, associated): a) call on or solicit in any persons or entities that have been customers manner any customer of the Company or recruit any of its affiliates for the purpose of doing business of the type done by the Company or hire any of its affiliates with such customer. For purposes of this Agreement, “customer” means any individual, firm, partnership, corporation, or other entity or person (i) currently doing business or who has been done business with the Company or any of its affiliates in the 12 months prior to the cessation of your employment, or (ii) any prospective customer that you know to be a prospective customer of the Company or any of its affiliates and with whom the Company or any of its affiliates is an in discussion with and reasonably expects to do business; or b) Solicit or otherwise induce any employee of the Company, Company or any of its parent, subsidiaries affiliates to leave the employ of the Company or affiliates during any of its affiliates. To the preceding oneextent the terms of this Section 18 are less restrictive (from your perspective) than comparable non-year period from solicitation restrictions agreed to by you pursuant to any Option agreement or Restricted Stock agreement dated prior to the date hereof (collectively, the “Prior Agreements”), the terms of termination this Section 18 shall supersede and replace the comparable non-solicitation provisions in each such Prior Agreement. By accepting and agreeing to the terms of this Agreement. In addition, Employee agrees you acknowledge that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event your receipt of the violation grant of the Award evidenced by this Agreement represents adequate consideration for the undertaking set forth in this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceable18.

Non-Solicitation. Without limiting the generality of the foregoing, Employee agrees that for For a period of one eighteen (118) year following months after the Applicable Date, he will not, without termination of the prior written consent of Employee's employment by the Company, the Employee will not solicit or service, directly or indirectly solicit indirectly, business on Employee's own behalf, or attempt to solicit, within the Non-Compete Area, any business from on behalf of any person or legal entity with whom Employee may be associated as employee, partner, associate, principal, agent or in any other capacity, from any Customer Project, whether or not Employee had significant dealings with that Customer Project. This paragraph prohibits solicitation of, and sales to, Customer Projects of any and all products or services that would compete with those normally provided by the Company called uponat the time Employee leaves the Company. Any dealings in products or services that are not competitive with those normally provided by the Company are not prohibited by this paragraph. Employee will not solicit or seek to influence, soliciteddirectly or indirectly, any employee, contractor, or conducted business with as of the effective date of the termination, any persons or entities that have been customers agent of the Company or recruit or hire to terminate his relationship with the Company. For purposes of this Section 10, "Customer Project" shall mean any person who project which: (I) the Company has been or is an employee existing contract to perform services under at the time of the Companytermination of this Agreement; (ii) the Company has bid to obtain a contract for in the 12 months preceding the termination of this Agreement, its parent, subsidiaries or affiliates during (iii) the preceding one-year Company had formed an intention to submit a bid to perform services for any time prior to the termination of this Agreement and which the Company actually submits a bid for within the 120 day period from the date of following termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of Following termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled toif Employee, in addition or a person or an entity that directly or indirectly employs Employee enters into a contract for a Customer Project to any other remedies provide products or services that would compete with those normally provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceabledeemed prima facie evidence of a violation of this paragraph 10(b).

Non-Solicitation. Without limiting (a) During the generality period commencing on the date hereof and ending on the last day of the foregoingtwelfth (12th) full calendar month following the Employee's termination for any reason whatsoever including but not limited to involuntary termination (with or without Cause) and/or voluntary termination, Employee agrees hereby covenants that for a period of one (1) year following the Applicable Date, he will not, without directly or indirectly, solicit, entice or induce any Customer or Supplier (as defined below) of the prior written consent Company to (i) become a Customer or Supplier of any other person or entity engaged in any business activity that competes with any business conducted by the Company at any time during the period of Employee's employment with the Company, directly or indirectly solicit or attempt to solicit, within the Non-Compete Area, any business from planned by the Company at any time during the period of Employee's employment with the Company or (ii) cease doing business with the Company, and Employee agrees that he will not assist any person or entity that in taking any action described in the foregoing clauses (i) and (ii). For purposes of this Section 6, (A) a “Customer” of the Company called uponmeans any person, solicitedcorporation, partnership, trust, division, business unit, department or conducted business with as agency which, at the time of the effective date of the terminationtermination or within one year prior thereto, any persons shall be or entities that shall have been customers a customer, distributor or agent of the Company or recruit shall be or hire any person who has shall have been contacted by the Company for the purpose of soliciting it to become a customer, distributor or is an employee agent of the Company; and (B) a “Supplier” of the Company means any person, its parentcorporation, subsidiaries partnership, trust, division, business unit, department or affiliates during agency which, at the preceding one-year period from the date time of termination of this Agreement. In additionor within one year prior thereto, Employee agrees that he shall not directly be or indirectly solicit shall have been a supplier, vendor, manufacturer or encourage developer for any employee of Company to go to work for product or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, service or significant component used in addition to any other remedies provided by law product or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests service of the Company, . (b) During the period commencing on the date hereof and that ending on the restrictions contained herein are reasonable in light last day of the consideration and other value twenty-fourth (24th) full calendar month following the Employee's termination for any reason whatsoever, including but not limited to involuntary termination (with or without Cause) and/or voluntary termination, the Employee has accepted pursuant will not, directly or indirectly, induce other employees of the Company to this Agreement. If terminate their employment with the Company or engage in any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableCompeting Business.

Non-Solicitation. Without limiting During the generality Term and for the one-year period thereafter, the Executive shall not, unless such solicitation is made on behalf of the foregoing, Employee agrees that for a period Company or one of one (1) year following its Subsidiaries or such solicitation is made with the Applicable Date, he will not, without the Company’s prior written consent consent, directly or indirectly, (i) solicit or encourage to leave the employment or other service of the Company, directly or indirectly any of its Subsidiaries, (except in connection with the termination of an employee in a manner consistent with Executive’s responsibilities as Executive Vice President of the Company and in compliance with the Company’s and its Subsidiaries’ policies) any managerial-level employee of, or independent contractor providing managerial-level services to, the Company or its Subsidiaries, where the independent contractor performs a substantial portion of his or her services for the Company, or (ii) solicit for employment (on behalf of the Executive or attempt any other person or entity) any former managerial-level employee of or independent contractor providing managerial-level services to solicitthe Company, where the independent contractor in the last year of service to the Company has performed a substantial portion of his or her services for the Company, who has left the employment of or discontinued providing services to the Company or any of its Subsidiaries within the Nonthen prior one-Compete Areayear period. During the Term and for the one-year period thereafter, the Executive will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its Subsidiaries’ relationship with, or endeavor to entice away from the Company or any of its Subsidiaries, any business from any person who during the Term is or entity that the Company called uponwas a tenant, solicitedco-investor, co-developer, joint venturer or conducted business with as of the effective date of the termination, any persons or entities that have been customers other customer of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableSubsidiaries.

Non-Solicitation. Without limiting the generality of the foregoing, Employee The Executive agrees that while he or she is employed by the Company and for a period of one twenty-four (124) year following months after the Applicable DateDate of Termination, he will the Executive shall not, directly or indirectly: (i) without first obtaining the prior express written consent permission of the Company’s General Counsel, which permission may be withheld solely in the Company’s discretion, directly or indirectly contact or solicit business from any client or attempt to solicitcustomer of the Company with whom the Executive had direct contact or responsibility or about whom the Executive acquired any Trade Secret or Confidential Information during his employment with the Company. Likewise, within the Non-Compete AreaExecutive shall not, any without first obtaining the express written permission of the Company’s General Counsel which permission may be withheld solely in the Company’s discretion, directly or indirectly contact or solicit business from any person responsible for referring business to the Company or entity who regularly refers business to the Company with whom the Executive had any direct contact or about whom the Executive acquired any Trade Secret or Confidential Information during his employment with the Company; or (ii) take any action to hire, recruit or to directly or indirectly assist in the hiring, recruiting or solicitation for employment of any officer, employee or representative of the Parking Companies who possesses Trade Secret and Confidential Information of the Company. If the Executive, after the termination of his or her employment hereunder, has any question regarding the applicability of the above provisions to a potential employment opportunity, the Executive acknowledges that it is his or her responsibility to contact the Company so that the Company called upon, solicited, or conducted business may inform the Executive of its position with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreementrespect to such opportunity. In addition, Employee The Executive agrees that he the non-compete period set forth in Section 6(e) above shall be tolled, and shall not directly or indirectly solicit or encourage run, during any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from in which Employee began such he is in violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Companyterms thereof, and so that the restrictions contained herein are reasonable in light Company shall have al of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableagreed-upon temporal protections recited therein.

Non-Solicitation. Without limiting the generality of the foregoing, Employee agrees that for For a period of one three (3) years following the Closing Date, the Seller shall not, individually or on behalf of any other Person, directly or indirectly: (i) (A) seek to induce or otherwise cause any client or customer of the Business under contract with any Covered Party or any prospective client or customer of the Business to which any Covered Party has made or intends to make a proposal at that time to (1) year following cease being a Business customer of or to not become a Business customer of any Covered Party, (2) divert any business of such customer with respect to the Applicable DateBusiness from any Covered Party, he will notor otherwise to discontinue or alter in a manner adverse to any Covered Party, such business relationship relating to the Business, or (3) otherwise interfere with, disrupt, or attempt to interfere with or disrupt, the contractual relationship between any Covered Party and any of its customers or clients, suppliers or consultants, in each case relating to the Business, or employees, or (B) solicit for business, provide services to or do business with any client or customer of any Covered Party with respect to the Business or any potential customer solicited by any Covered Party with respect to the Business, except that nothing herein shall restrict the ability or right of Seller to become employed by any government agency, or (ii) without the prior written consent of the Companyapplicable Covered Party, directly or indirectly hire, solicit or attempt encourage to solicitleave the employment or service of any Covered Party, any officer or employee of, or any consultant to, any Covered Party, or hire or participate (with another company or third party) in the process of hiring any Person who is then, or who within the Non-Compete Areapreceding six (6) months was, any business from any person or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of any Covered Party, or provide names or other information about the Company's employees to any Person or business under circumstances which could lead to the use of that information for purposes of recruiting or hiring; provided, its parenthowever that Seller shall not be deemed to have violated this clause (ii) if (a) an employee of a Covered Party responds directly to a general advertisement of another Person or business as long as Seller has no involvement or participation, subsidiaries either directly or affiliates during indirectly, in the preceding one-year period from employment of such Person, or (b) an employee of a covered party is terminated by such Covered Party at least six months prior to the date commencement of termination any activities of Seller that would otherwise violate this clause (ii). (iii) For purposes of this Agreement. In additionAgreement "Person" shall mean an individual, Employee agrees that he shall not directly a corporation, an association, a limited liability company, a partnership, an estate, a trust or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law entity or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableorganization.

Non-Solicitation. Without limiting (a) As a means reasonably designed to protect the generality confidential and proprietary information of the foregoingCompany, Employee during the period from the date hereof through the second anniversary of the Effective Date (the “Restricted Period”), C▇▇▇ agrees that for a period of one (1) year following the Applicable Date, he will not, without directly or indirectly, either for himself or for any other person, firm, corporation, partnership, limited liability company, group, association or other entity, call upon, solicit, divert, take away or accept, or attempt to call upon, solicit, divert, take away or accept, business of a type the prior written consent same or similar to the business as conducted by the Company as of the date hereof or as proposed as of the date hereof to be conducted by the Company from any of the customers, sales representatives and personnel, licensors, manufacturers or other vendors of the Company or similar entities or persons upon whom C▇▇▇ called or whom he solicited or to whom he catered or with whom he became acquainted after entering the employ of the Company; provided, that the foregoing shall not restrict C▇▇▇ from doing business with a customer, manufacturer or other vendor of the Company if both (i) such business does not interfere with the business done between the Company and such customer, manufacturer or other vendor and (ii) the business done by C▇▇▇ with such customer, manufacturer or other vendor does not involve divulging or using any confidential information of the Company relating to pricing, product specifications or other terms of business between the Company and its customers, manufacturers and other vendors. (b) C▇▇▇ agrees and acknowledges that he has gained and during the Restricted Period will likely continue to gain, valuable information about the identity, qualifications and on-going performance of the employees of the Company. Consequently, as a further means reasonably designed to protect the confidential and proprietary information of the Company, during the Restricted Period, C▇▇▇ shall not directly or indirectly solicit or attempt to solicit(i) hire, within the Non-Compete Areaemploy, any business from any person or entity that the Company called upon, solicitedoffer employment to, or conducted business with as of the effective date of the terminationseek to hire, any persons employ or entities that have been customers of the Company or recruit or hire offer employment to, any person who has been is then, or is within the prior three (3) months had been, an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly (ii) solicit or encourage any person who is then, or within the prior three (3) months had been, an employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, to seek or accept employment with any other person or entity or (iii) disclose any information, except as required by law, about such employee to any prospective employer. C▇▇▇ acknowledges that even an unsuccessful solicitation of the Company’s employees may negatively impact the morale, commitment and performance of the employee in question and that the restrictions contained herein are reasonable in light any successful solicitation of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it an employee may cause substantial financial loss for which C▇▇▇ will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableresponsible.

Non-Solicitation. Employee agrees and reaffirms that this Agreement does not, supersede, revoke, or cancel Employee’s obligations to the Company under any preexisting agreements, including but not limited to the ECIA, or any other applicable employment agreement containing intellectual property assignment, confidentiality, non-competition and/or non- solicitation provisions; that such agreements shall survive Employee’s Actual Separation Date; and Employee shall not breach such obligations. Without limiting the generality of the foregoing, Employee agrees that up until the Actual Separation Date and continuing for a period of one year (112 months) year following the Applicable Actual Separation Date, he Employee will not, without the prior written consent of the Companyapproval from ▇▇▇▇▇▇ ▇▇▇▇ (Vice President Total Rewards and Talent Management), directly or indirectly solicit (a) encourage or attempt to solicit, within the Non-Compete Area, encourage (or assist another in encouraging or attempting to encourage) any business from any person or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit its affiliates’ employees, contractors, consultants, suppliers, or vendors to terminate their relationship with the Company or its affiliates; or (b) solicit or contact for employment, engagement, or hire (or assist another in those activities) any person who has been or is an employee of the Company’s employees or exclusive contractors. This paragraph shall not prohibit (x) general advertisements not focused specifically on the employees, contractors, consultants, suppliers, or vendors of the Company or its parent, subsidiaries affiliates or affiliates during (y) Employee from providing a personal reference at the preceding one-year period from request of an employee or consultant for potential employment or service at an entity that Employee is in no way affiliated with. 11. Agreement Not to Cooperate Against the date Company or Any of termination of this Agreementthe Releasees. In additionExcept to the extent prohibited by law, Employee agrees that he shall Employee will not directly voluntarily cooperate in any litigation against the Company or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation Releasees, arising out of this Section 10, the Company will be entitled to, in addition or relating to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceable.Employee’s DocuSign Envelope ID: FEB65331-A9B3-4DFD-B86F-83F58C99D78B

Non-Solicitation. Without limiting (a) During the generality Restricted Period (as defined below), Executive shall not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly; (i) solicit or explicitly encourage any employee of the foregoingCompany or its affiliates to leave the employment of the Company or its affiliates; (ii) hire any such employee who was employed by the Company or its affiliates as of the Date of Termination or who left the employment of the Company or its affiliates coincident with, Employee agrees that for a period of or within one (1) year following prior to or after, the Applicable Date, he will not, without the prior written consent Date of the Company, directly or indirectly Termination; (iii) solicit or attempt to solicit, within the Non-Compete Area, any business from explicitly encourage any person that serves as a contractor or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers consultant of the Company or recruit its affiliates to discontinue providing services to the Company or hire any person who has been or is an employee affiliate of the Company; (iv) call on, solicit or service any customer or client of the Company or its parentaffiliates with the intent of selling or attempting to sell any service or product the same or substantially similar to the services or products sold by the Company or its affiliates; or (v) in any way materially interfere with the relationship between the Company or its affiliates and any customer, subsidiaries supplier, licensee or other business relation (or any prospective customer, supplier, licensee or other business relationship) of the Company or any of its affiliates during (including, without limitation, by making any negative or disparaging statements or communications regarding the preceding one-year period from Company, any of its affiliates or any of their operations, officers, directors or investors). (b) It is expressly understood and agreed that although Executive and the date Company consider the restrictions contained in this Section to be reasonable, if a final judicial determination is made by an arbitrator or court of termination competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction or arbitrator finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (c) For purposes of this Agreement. In addition, Employee agrees that he “Restricted Period” shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a mean the period of one-year which commenced on the Closing, January 23, 2017 and ending twelve (12) months following the date Date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableTermination.

Non-Solicitation. Without limiting (a) Executive shall not at any time during the generality of the foregoing, Employee agrees that for a period of his employment with the Company, or during the one (1) year period immediately following his Termination of Employment with the Applicable Date, he will notCompany (“Non-Solicitation Period”), without the prior written consent of the Company, directly on behalf of himself or indirectly any other person, solicit for employment or attempt to solicitemploy any of the current officers or employees of the Company; provided, within however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Compete AreaSolicitation Period, any business from any person or entity that without the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its parentcustomers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, subsidiaries or affiliates during the preceding oneNon-year period from Solicitation Period, in any way defame the date Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of termination the Company so as to affect adversely the goodwill or business of this Agreement. In addition, Employee the Company. (d) Executive covenants and agrees that he shall not directly a breach of these subparagraphs (a), (b) or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, (c) would immediately and irreparably harm the Company will and that a remedy at law would be entitled toinadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any other rights and remedies provided by available under this Agreement, at law or equityotherwise, obtain injunctive relief be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the specific performance issuance of such injunction. (e) For purposes of this covenant. Should Employee violate Section 5 and in consideration of this Section 10Agreement, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Companynon-solicitation agreement has been separately negotiated and bargained for, and that the restrictions contained herein are reasonable in light constitutes a substantial portion of the consideration and other value the Employee has accepted pursuant to for this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceable.

Non-Solicitation. Without limiting From and after the generality of Execution Date and continuing through the foregoing, Employee agrees that for a period of one (1) year following the Applicable Closing Date, he will the Company shall not, without and the prior written consent of Company shall cause the CompanyCompany Subsidiaries not to, directly or indirectly solicit indirectly, authorize or attempt to solicitpermit any of their respective officers, within the Non-Compete Areadirectors, any business from any person employees, agents or entity that the Company called uponrepresentatives, solicitedincluding investment bankers, financial advisors, attorneys, consultants and accountants retained by or conducted business with as of the effective date of the termination, any persons or entities that have been customers on behalf of the Company or recruit any Company Subsidiary (collectively, “Representatives”), to, directly or hire indirectly, (i) initiate, solicit, knowingly encourage or take any person who has been other action designed to facilitate any possible sale or is an employee other disposition (whether by merger, stock sale, reorganization, recapitalization or otherwise) of all or any material portion of the Company, its parent, subsidiaries equity securities or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event assets of the Company or any Company Subsidiary with any other Person other than Parent and its Affiliates (an “Acquisition Proposal”), (ii) enter into any agreement with respect to any Acquisition Proposal or (iii) engage or otherwise participate in discussions or negotiations regarding, or provide any information with respect to, or otherwise cooperate with, any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal. The Company shall, and shall cause the Company Subsidiaries and its Representatives to, immediately cease and terminate all existing discussions or negotiations with any Person with respect to any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section by any Representative or Affiliate of the Company or any Company Subsidiary shall be deemed to be a breach of this Section 10, by the Company will be entitled to, Company. The restrictions in addition this Section 5.2 shall not apply to any other remedies provided negotiations, discussions with Chevron with respect the exercise by law or equity, obtain injunctive relief and Chevron of the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violationChevron Option Agreements. The Employee acknowledges that this Section 10 is necessary to protect the interests Company shall notify Parent as soon as practicable (and in any event within twenty-four (24) hours) orally, and promptly thereafter in writing, if any Person makes any Acquisition Proposal. The Company shall keep Parent promptly informed of the Company, and that the restrictions contained herein are reasonable in light status of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceablesuch Acquisition Proposal.

Non-Solicitation. Without limiting (a) For the generality period ending one year from the date that Executive executes this Agreement (“Restricted Period”), Executive (i) shall not solicit to leave the employ of the foregoingCompany or hire any officer, Employee agrees that for a period employee or consultant of one the Company; (1ii) year following shall not solicit or take away the Applicable Date, he will not, without business of any of the prior written consent customers or accounts of the Company, directly which were solicited or indirectly solicit served by Executive at any time during Executive’s employment; (iii) shall not acquire, or attempt to solicit, within the Non-Compete Areaassist any other party in acquiring, any business from any person or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers shares of the Company or recruit or hire any person who has been or is an employee for purposes of gaining control of the Company, its parentor otherwise seek, subsidiaries or affiliates assist any other party in seeking any shares of the Company for purposes of gaining control of the Company; and (iv) shall not breach any term or condition of her Employee Proprietary Information and Invention Assignment Agreement, dated July 10, 2000, which shall remain in full force and effect during and after the preceding one-year period from the date of termination of this Agreement. In addition, Employee Restricted Period. (b) Executive acknowledges and agrees that he shall not directly or indirectly solicit or encourage any employee because of the nature of the business in which the Company is engaged and because of the nature of the confidential information to go which Executive had access during her employment, it would be impractical and excessively difficult to work for or with Employee for a period determine the actual damages of one-year following the date of termination of this Agreement. In Company in the event Executive breached any of the violation covenants of subsection (a), and remedies at law (such as monetary damages) for any breach of Executive’s obligations under subsection (a) would be inadequate. Executive therefore agrees and consents that if she commits any breach of a covenant under subsection (a), the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction without posting any bond or other security and without the necessity of proof of actual damage. With respect to any provision of subsection (a) that is finally determined to be unenforceable, Executive and the Company hereby agree that this Section 10Agreement or any provision hereof shall be reformed in a manner that retains as much of the original intent of the Agreement as is both practicable and consistent with applicable law. If, subsequent to the Company seeking any relief under this Paragraph 4, the Company fails to prove that Executive breached a covenant, the Company will be entitled to, fully liable for any fees or expenses Executive has incurred in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began defending herself against such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceablea claim.

Non-Solicitation. Without limiting (i) The Executive specifically acknowledges that the generality Confidential Information described in this Section 12 includes confidential data pertaining to current and prospective customers of the foregoingCompany, Employee that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers, and to develop proposals which are specifically designed to meet the requirements of such customers. Therefore, the Executive agrees that during the Term of this Agreement, and for a period of one (1) year after the Date of Termination, he will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity, any customers or targeted potential customers with whom he had contact before the Date of Termination to take any action which could reasonably be expected to adversely affect the Company. (ii) The Executive specifically acknowledges that the Confidential Information described in this Section 12 also includes confidential data pertaining to current and prospective employees and agents of the Company, and the Executive further agrees that during the Term of this Agreement, and for a period of one (1) year following after the Applicable DateDate of Termination, he the Executive will not, without the prior written consent of the Company, not directly or indirectly solicit solicit, induce or attempt to solicitinduce, within the Non-Compete Area, on his own behalf or on behalf of any business from any other person or entity that entity, the Company called upon, solicited, or conducted business with as services of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries Company or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of Company’s employees, consultants or agents to terminate their employment or agency with the Company or take any other actions which would otherwise cause the Company’s employees, consultants or agents to violate any Company policy, program or plan. (iii) The Executive specifically acknowledges that the Confidential Information described in this Section 10, the Company will be entitled to, in addition 12 also includes confidential data pertaining to any other remedies provided by law or equity, obtain injunctive relief current and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests prospective vendors and suppliers of the Company, and the Executive agrees that during the restrictions contained herein are reasonable in light Term of this Agreement, and for a period of one (1) year after the Date of Termination, the Executive will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any vendor or supplier of the consideration and other value Company for the Employee has accepted pursuant to this Agreement. If any provision purpose of terminating or changing (in an adverse manner) such vendor’s or supplier’s relationship or agency with the Company. (iv) For purposes of this covenant is invalid in whole or in partSection 12(a), it will be limited, whether as to time, area covered, or otherwise as and references to the extent required for its validity Company mean the Company or any existing or future subsidiary of the Company and any other entities that directly or indirectly, through one or more intermediaries, control, are controlled by or are under common control with the applicable law and as so limited, will be enforceableCompany.

Non-Solicitation. Without limiting During the generality period commencing on the Effective Date of this Agreement and extending until the foregoing, Employee agrees later of (i) the date that for a period of is one (1) year following the Applicable Date, he will not, without the prior written consent of the Company, directly or indirectly solicit or attempt to solicit, within the Non-Compete Area, any business from any person or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from after the date of termination of this Agreement. In addition, Employee agrees or (ii) the date that he is one year after the last payment is made to Executive pursuant to this Agreement, Executive shall not directly or indirectly (a) solicit business from any person or encourage entity which then is or was a Company customer, client or prospect during the 60 months prior to the date of termination; (b) induce any such person or entity to cease or reduce their business relationship with Company; (c) induce any person to leave the employment of Company; or (d) hire or use the services of any Company employee without Company’s prior written consent. Executive will not aid others in doing anything Executive is prohibited from doing under this Section 5.2, whether as an employee, officer, director, shareholder, partner, consultant or otherwise. For purposes of this Section 5.2, the term “solicit” includes without limitation (i) responding to requests for proposals and invitations for bids, (ii) initiating contacts with customers, clients, or prospects of Company for the purpose of advising them that Executive is no longer employed by or consults for Company and is available for work which is competitive with the services offered by Company, and (iii) participating in joint ventures or acting as a consultant or subcontractor or employee of others who directly solicit business is prohibited by this Agreement. The term “Company employee” includes any then current employee of Company to go to work for or with Employee for a period any person who has left the employ of one-year following Company within the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violationthen previous six months. The Employee acknowledges that this Section 10 is necessary terms “Company client” and “Company customer” include any parent corporation, subsidiary corporation, affiliate corporation or partner or joint venture of a client or customer. “Company prospect” means any person or entity to protect whom Company has submitted a bid or proposal within the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceablethen immediately preceding 12 months.

Non-Solicitation. Without limiting (a) During the generality of the foregoing, Employee agrees that Employment Term and for a period of one twelve (112) year months following the Applicable Dateany termination of such employment, he will Employee shall not, without except on behalf of or with the prior written consent of the Company, directly or indirectly solicit indirectly: (1) entice or induce, or attempt to entice or induce, any employee of the Company to leave such employ, or employ any such person in any business similar to or in competition with that of the Company. Employee hereby acknowledges and agrees that the provisions set forth in this subsection 11.2 constitute a reasonable restriction on his ability to compete with the Company, or (2) (i) solicit, take away, attempt to take away, divert, or attempt to divert any Protected Customer (as defined below) from the Company or its Affiliates, (ii) induce, attempt to induce or aid any pin inducing any Protected Customer to cease doing business with the Company or any of its Affiliates or in any way interfere with the relationship between any Protected Customer and the Company or any or its Affiliates, or (iii) be employed by or act as a consultant for any Person which directly, or through any of its Affiliates, solicits, takes away, attempts to take away, diverts, or attempts to divert any Protected Customer from the Company or any of its Affiliates. (b) Before Employee becomes employed by or becomes a consultant for a Person during a Non-Solicitation Period, Employee shall inform such Person of the provisions of this Section 11.2 and, if within the Non-Compete Areafirst year following Employee's termination of employment with the Company, shall cause such Person to sign a document acknowledging this provision and agreeing with the Company, on behalf of itself and its Affiliates, to abide to the terms of such obligation to not solicit, take away, attempt to take away, divert or attempt to divert, any business Protected Customer, and deliver such document to the Company. Provided, however, that nothing contained herein shall prevent such Person employing Employee from continuing to provide services to any person individual or other entity that the Company called upon, solicited, or conducted business with as was a customer of the effective Person prior to the date of the terminationtermination of Employee's employment with the Company. (c) For purposes of this Agreement, "Protected Customer" means (i) any persons Person or entities that have been customers of its/his/her Affiliate for whom the Company or recruit any of its Affiliates has provided wealth management, investment, banking, trust, insurance or hire other financial services during the Employment Term or (ii) any person who has been Person or is an employee its/his/her Affiliate whom the Company or any of its Affiliates had made a proposal to provide wealth management, investment, banking, trust, insurance or other financial services at anytime within six (6) months preceding the termination of Employee's employment with the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceable.

Non-Solicitation. Without limiting the generality In consideration of the foregoingbenefits provided for in the Employment Offer, Employee agrees you further covenant and agree that during the period of your employment and for a period of one (1) year following the Applicable Datethereafter, he will you shall not, without the prior written consent permission of the Company, (i) directly or indirectly solicit solicit, employ or attempt retain, or have or cause any other person or entity to solicit, employ or retain, any person who is employed or is providing services to the Group at the time of the termination of your employment or was or is providing such services within the Non-Compete Areatwelve (12) month period before or after the termination of your employment or (ii) request or cause any employee of the Group to breach or threaten to breach any terms of said employee's agreements with the Group or to terminate his employment with the Group. In consideration of the benefits provided for in the Employment Offer, your further covenant and agree that during the period of your employment and for a period of one (1) year thereafter, you will not, for yourself, or in conjunction with any other person, firm, partnership, corporation or other form of business organization or arrangement (whether as a shareholder, partner, member, lender, principal, agent, director, officer, manager, trustee, representative, employee or consultant), directly or indirectly: (i) solicit or accept any business that is directly related to the business of the Group from any person or entity who, at the time of, or at the time during the twenty-four (24) month period preceding, termination was an existing or prospective customer or client of the Group; (ii) request or cause any of the Group's clients or customers to cancel, terminate or change the terms of any business relationship with the Group involving services or activities which were directly or indirectly your responsibility during the period of your employment or (iii) pursue any Group project known to you upon termination of your employment that the Group is actively pursuing (or was actively pursuing within six months of termination) while the Group is (or is contemplating) actively pursuing such project. ◦ Intellectual Property: The Company called uponand you agree that any work of authorship, solicitedinvention, design, discovery, development, technique, improvement, source code, hardware, device, data, apparatus, practice, process, method or other work product whatever (whether patentable or subject to copyright, or conducted not, and hereinafter collectively called "discovery") related to the business with as of the effective date Group that you, either solely or in collaboration with others, have made or may make, discover, invent, develop, perfect, or reduce to practice during the course of the terminationperiod of your employment, whether or not during regular business hours and created, conceived or prepared on the Group's premises or otherwise shall be the sole and complete property of the Group. More particularly, and without limiting the foregoing, you agree that all of the foregoing and any (i) inventions (whether patentable or not, and without regard to whether any patent therefor is ever sought), (ii) marks, names, or logos (whether or not registrable as trade or service marks, and without regard to whether registration therefor is ever sought), (iii) works of authorship (without regard to whether any claim of copyright therein is ever registered), and (iv) trade secrets, ideas, and concepts ((i) - (iv) collectively, "Intellectual Property Products") created, conceived, or prepared on the Group's premises or otherwise, whether or not during normal business hours, shall perpetually and throughout the world be the exclusive property of the Group, as shall all tangible media (including, but not limited to, papers, computer media of all types, and models) in which such Intellectual Property Products shall be recorded or otherwise fixed. You further agree promptly to disclose in writing and deliver to the Company all Intellectual Property Products created during your engagement by the Company, whether or not during normal business hours. You agree that all works of authorship created by you during your engagement by the Company shall be works made for hire of which the Group is the author and owner of copyright. To the extent that any competent decision-making authority should ever determine that any work of authorship created by you during your engagement by the Company is not a work made for hire, you hereby assign all rights, titles and interests in the copyright therein, in perpetuity and throughout the world, to the applicable Group entity. To the extent that the Employment Offer does not otherwise serve to grant or otherwise vest in the Group all rights in any Intellectual Property Product created by you during your engagement by the Company, you hereby assign all rights, titles and interests therein, in perpetuity and throughout the world, to the Company. You agree to execute, immediately upon the Company's reasonable request and without charge, any persons further assignments, applications, conveyances or entities that have been customers other instruments, at any time after execution hereof, whether or not you are engaged by the Company at the time such request is made, in order to permit the Group and/or its respective assigns to protect, perfect, register, record, maintain, or enhance their rights in any Intellectual Property Product; provided, that, the Company shall bear the cost of any such assignments, applications or consequences. Upon the termination of your employment with the Company for any reason whatsoever, and at any earlier time the Company so requests, you will immediately deliver to the custody of the person designated by the Company all originals and copies of any documents and other property of the Company in your possession, under your control or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableyou may have access.

Non-Solicitation. Without limiting (i) Employee acknowledges that Company’s relationships with its customers, employees, and other business associations are among Company’s most important assets and that developing, maintaining, and continuing such relationships is one of Company’s highest priorities. Employee further understands Employee will be relied upon to develop and to maintain such relationships on behalf of Company throughout the generality course of the foregoing, Employee’s employment with Company. (ii) Employee agrees that for a period of one 24 months after the termination of Employee’s employment with Company for any reason, Employee (1) year following the Applicable Datewill not employ, he will nothire, without the prior written consent of the Company, directly or indirectly solicit or attempt respond to solicit, within the Non-Compete Area, any business inquiry from any person or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person individual who has been or is an employee of Company at the Companytime Employee executes this Agreement or at any time thereafter; (2) will not assist, its parenteither directly or indirectly, subsidiaries in the employment or affiliates during hiring of any individual who is an employee of Company at the preceding one-year period from time Employee executes this Agreement or at any time thereafter; and/or (3) will not recruit, solicit, or induce, or attempt to recruit, solicit, or induce any individual who is an employee of Company at the date of termination of time Employee executes this Agreement. In additionAgreement or at any time thereafter to terminate his/her employment with, or otherwise cease a relationship with, Company for any reason. (iii) Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following 24 months after the date of termination of this Agreement. In the event Employee’s employment with Company for any reason, Employee (1) will not have any business relation with any customers, licensors, or accounts of the violation Company or any prospective customers, licensors, or accounts of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance than on behalf of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that (2) will not solicit, divert, or take away, or attempt to divert, solicit, or take away, the restrictions contained herein are reasonable in light business or patronage of any of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in partcustomers, it will be limited, whether as to time, area coveredlicensors, or otherwise as and to accounts of Company or any of the extent required for its validity under the applicable law and as so limitedprospective customers, will be enforceablelicensors, or accounts of Company.

Non-Solicitation. Without limiting (a) During the generality period of the foregoingExecutive’s employment by the Company, Employee agrees that whether pursuant to this Agreement or otherwise, and for a the twelve (12) -month period of one (1) year following the Applicable Datetermination of the Executive’s employment with the Company for any reason, he the Executive will not, without the prior written consent of the Company, directly or indirectly solicit indirectly: (i) influence or attempt to solicit, within the Non-Compete Area, influence any business from any person or entity that customer of the Company called upon, solicited, or conducted business with as any of its affiliates to discontinue its use of the effective date of the terminationCompany’s (or such affiliate’s) services or to divert such business to any other person, any persons firm or entities corporation; provided; however, that have been a broad and general advertisement or solicitation not specifically targeting or intending to target customers of the Company or recruit any of its affiliates shall not be deemed a violation of this Section 8; or (ii) interfere with, disrupt or hire attempt to disrupt the relationship, contractual or otherwise, between the Company or any of its affiliates and any of its respective employees, customers, suppliers, lessors or licensors. Efforts by the Executive, whether direct or indirect, (A) to solicit or assist any other person who has been or is an entity in soliciting any employee of the Company or any of its affiliates to perform services for any entity (other than the Company or any of its affiliates) or (B) to encourage any employee of the Company, or any of its parent, subsidiaries affiliates to leave their employment with the Company or any of its affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the be in violation of this Section 108. A person’s response to a broad and general advertisement or solicitation, not specifically targeting or intending to target employees of the Company or any of its affiliates shall not be deemed a violation of this Section 8. (b) In the event the Executive materially breaches any of the provisions contained in Section 8(a) hereof and the Company seeks compliance with such provisions by judicial proceedings, the time period during which the Executive is restricted by such provisions shall be extended by the time during which the Executive has been in violation of any such provision and any period of litigation required to enforce the Executive’s obligations under this Agreement. (c) The Executive and the Company will intend that Section 8 of this Agreement be entitled toenforced as written. However, if one or more of the provisions contained in addition Section 8 shall for any reason be held to be unenforceable because of the duration or scope of such provision or the area covered thereby, the Executive and the Company agree that the court making such determination shall have the full power to reform, by “blue penciling” or any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10means, the period duration, scope and/or area of time for this Paragraph will automatically such provision and in its reformed form such provision shall then be extended for enforceable and shall be binding on the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableparties.

Non-Solicitation. Without limiting the generality of the foregoing, Employee agrees that for (a) For a period of one two (12) year following years from and after the Applicable Closing Date, he will notneither Restaurant Holdings nor Mac Management Investors shall solicit for employment any management employee of the Company or its Subsidiaries (including any restaurant manager) (such employees, the “Management Employees”) without the prior written consent of the CompanyPurchaser, directly such consent to be granted or indirectly solicit withheld in the sole discretion of the Purchaser; provided, however, that, nothing in this Section 8.1 shall be deemed to prohibit any Person from (i) placing advertisements in newspapers or attempt to solicit, within the Non-Compete Area, any business from any person or entity that the Company called upon, solicitedother media of general circulation advertising employment opportunities, or conducted business using an executive search firm, and, subject to Section 8.1(b), hiring any Management Employee who responds to any such general solicitation or otherwise initiates any inquiry with as of the effective date of the terminationor otherwise contacts any such Person or (ii) subject to Section 8.1(b), hiring any persons or entities that have been customers of Management Employee who is no longer employed by the Company or recruit its Subsidiaries (whether due to resignation, termination or hire retirement). (b) Notwithstanding anything set forth in Section 8.1(a), any person Management Employee who has been resigns, retires or is an employee terminated for cause from his or her employment with the Company or its Subsidiaries (including as a result of the Company, its parent, subsidiaries accepting employment in accordance with Section 8.1(a)(i)) shall be prohibited from commencing employment with Restaurant Holdings or affiliates during the preceding one-year Mac Management Investors for a period of three (3) months from the date of such resignation, retirement or termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreementcause. In the event that any Management Employee is terminated by the Company or its Subsidiaries without cause, such three (3) month period shall not be applicable. (c) Each of Restaurant Holdings and Mac Management Investors acknowledges and agrees that money damages shall not be an adequate remedy for any breach of the violation provisions of this Section 108.1 and that, the Company will in such event, Purchaser shall be entitled to, in addition to any other remedies provided by law seek specific performance or equity, obtain injunctive relief and from any court of competent jurisdiction in order to enforce any violations of the specific performance provisions of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceable8.1.

Non-Solicitation. Without limiting the generality of the foregoing, Employee agrees that for For a period of one eighteen (118) year following months after the Applicable Date, he will not, without termination of the prior written consent of Employee's employment by the Company, the Employee will not solicit or service, directly or indirectly solicit indirectly, business on Employee's own behalf, or attempt to solicit, within the Non-Compete Area, any business from on behalf of any person or legal entity with whom Employee may be associated as employee, partner, associate, principal, agent or in any other capacity, from any Customer Project, whether or not Employee had significant dealings with that Customer Project. This paragraph prohibits solicitation of, and sales to, Customer Projects of any and all products or services that would compete with those normally provided by the Company called uponat the time Employee leaves the Company. Any dealings in products or services that are not competitive with those normally provided by the Company are not prohibited by this paragraph. Employee will not solicit or seek to influence, soliciteddirectly or indirectly, any employee, contractor, or conducted business with as of the effective date of the termination, any persons or entities that have been customers agent of the Company or recruit or hire to terminate his relationship with the Company. For purposes of this Section 10, "Customer Project" shall mean any person who project which: (i) the Company has been or is an employee existing contract to perform services under at the time of the Companytermination of this Agreement; (ii) the Company has bid to obtain a contract for in the 12 months preceding the termination of this Agreement, its parent, subsidiaries or affiliates during (iii) the preceding one-year Company had formed an intention to submit a bid to perform services for any time prior to the termination of this Agreement and which the Company actually submits a bid for within the 120 day period from the date of following termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of Following termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled toif Employee, in addition or a person or an entity that directly or indirectly employs Employee enters into a contract for a Customer Project to any other remedies provide products or services that would compete with those normally provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceabledeemed prima facie evidence of a violation of this paragraph 10(b).

Non-Solicitation. Without limiting (a) During the generality period commencing on the date hereof and ending on the last day of the foregoingtwelfth (12th) full calendar month following the Employee's termination for any reason whatsoever including but not limited to involuntary termination (with or 4 without Cause) and/or voluntary termination, Employee agrees hereby covenants that for a period of one (1) year following the Applicable Date, he will not, without directly or indirectly, solicit, entice or induce any Customer or Supplier (as defined below) of the prior written consent Company to (i) become a Customer or Supplier of any other person or entity engaged in any business activity that competes with any business conducted by the Company at any time during the period of Employee's employment with the Company, directly or indirectly solicit or attempt to solicit, within the Non-Compete Area, any business from planned by the Company at any time during the period of Employee's employment with the Company or (ii) cease doing business with the Company, and Employee agrees that he will not assist any person or entity that in taking any action described in the foregoing clauses (i) and (ii). For purposes of this Section 6, (A) a “Customer” of the Company called uponmeans any person, solicitedcorporation, partnership, trust, division, business unit, department or conducted business with as agency which, at the time of the effective date of the terminationtermination or within one year prior thereto, any persons shall be or entities that shall have been customers a customer, distributor or agent of the Company or recruit shall be or hire any person who has shall have been contacted by the Company for the purpose of soliciting it to become a customer, distributor or is an employee agent of the Company; and (B) a “Supplier” of the Company means any person, its parentcorporation, subsidiaries partnership, trust, division, business unit, department or affiliates during agency which, at the preceding one-year period from the date time of termination of this Agreement. In additionor within one year prior thereto, Employee agrees that he shall not directly be or indirectly solicit shall have been a supplier, vendor, manufacturer or encourage developer for any employee of Company to go to work for product or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, service or significant component used in addition to any other remedies provided by law product or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests service of the Company, . (b) During the period commencing on the date hereof and that ending on the restrictions contained herein are reasonable in light last day of the consideration and other value twenty-fourth (24th) full calendar month following the Employee's termination for any reason whatsoever, including but not limited to involuntary termination (with or without Cause) and/or voluntary termination, the Employee has accepted pursuant will not, directly or indirectly, induce other employees of the Company to this Agreement. If terminate their employment with the Company or engage in any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableCompeting Business.

Non-Solicitation. Without limiting The Company has invested substantial time, money and resources in the generality development and retention of its inventions, confidential information (including trade secrets), customers, accounts and business partners, and during and prior to the course of the foregoingExecutive's employment with the Company, Employee agrees that the Executive has had and will have access to the Company's inventions, confidential information (including trade secrets) and contractual relationships, and will be introduced to existing and prospective customers, vendors, accounts and business partners of the Company. Any and all "goodwill" associated with any existing or prospective customer, vendor, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, vendors, cable operators, accounts or business partners. In recognition of this, and in partial consideration for the Company entering into this Agreement with the Executive, the Executive shall be obligated to comply with the following provisions: (A) During the Executive's employment with the Company, and for a period of one two (12) year following years thereafter, or until the Applicable Date, he will not, without the prior written consent end of the Companyperiod during which Extended Compensation Payments, if any, are being made to the Executive hereunder, whichever period is longer, the Executive may not notice, solicit or encourage, either directly or indirectly solicit or attempt to solicit, within the Non-Compete Areaindirectly, any business from any person or entity that Company employee to leave the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers employ of the Company or recruit or hire any person who has been or is an employee of independent contractor to sever its engagement with the Company, its parent, subsidiaries or affiliates during the preceding one-year period absent prior written consent from the date Company. (B) During the Executive's employment with the Company, and for a period of termination two (2) years thereafter, or until the end of this Agreement. In additionthe period during which Extended Compensation Payments, Employee agrees that he shall not if any, are being made to the Executive hereunder, whichever period is longer, the Executive may not, directly or indirectly indirectly, entice, solicit or encourage any employee customer or prospective customer of the Company to go to work for or cease doing business with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that reduce its relationship with the restrictions contained herein are reasonable Company or refrain from establishing or expanding a relationship with the Company in light respect of any work covered by a contract the consideration and other value Company was party to at the Employee has accepted pursuant to this Agreement. If time of his termination of employment (including any provision extensions, renewals or replacements of this covenant is invalid in whole or in part, it will be limitedany such contracts, whether as to time, area covered, by way of recompetitions or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableotherwise).

Non-Solicitation. Without limiting (a) The Company shall provide Employee access to Confidential Information for use only during the generality Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee with developing the goodwill of the foregoingCompany Group, and in consideration thereof and in consideration of the Company providing Employee with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Employee, Employee has voluntarily agreed to the covenant set forth in this Section 9. Employee further agrees and acknowledges that for a period the limitations and restrictions set forth herein, including temporal restrictions on certain competitive activities, are reasonable in all respects and not oppressive, will not cause Employee undue hardship, and are material and substantial parts of one this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and substantial and legitimate business interests. (1b) year following Employee agrees that, during the Applicable DateProhibited Period, he will Employee shall not, without the prior written consent approval of the Company, directly or indirectly solicit indirectly, for Employee or attempt to solicit, within the Non-Compete Area, on behalf of or in conjunction with any business from any other person or entity that the Company called uponof any nature: (i) solicit, solicitedcanvass, approach, encourage, entice or conducted business with as induce any customer or supplier of the effective date of the termination, any persons or entities that have been customers member of the Company Group with whom or recruit which Employee had contact or hire for whom or which Employee had direct or indirect responsibility on behalf of any person who has been or is an employee member of the Company Group to cease or lessen such customer’s or supplier’s business with the Company Group; or (ii) solicit, canvass, approach, encourage, entice or induce any employee or contractor of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group. (c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Sections 8 and 9 and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity. (d) The covenants in Sections 8 and 9, its parentand each provision and portion hereof, subsidiaries are severable and separate, and the unenforceability of any specific covenant (or affiliates during portion thereof) shall not affect the preceding one-year period from the date provisions of termination any other covenant (or portion thereof) or any other provisions of this AgreementAgreement (or portion thereof). In additionMoreover, in the event any arbitrator or court of competent jurisdiction shall determine that the restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed. (e) For purposes of Section 9, “Prohibited Period” shall mean the period during which Employee agrees that he shall not directly or indirectly solicit or encourage is employed by any employee member of the Company to go to work for or with Employee Group and continuing for a period of one-year twelve (12) months following the date of termination of this Agreement. In the event that Employee is no longer employed by any member of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableGroup.

Non-Solicitation. Without limiting (a) If the generality of Employee’s employment with the foregoingCompany is terminated for any reason, then the Employee agrees that will not for a period of two years following such termination, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director or in any other individual or representative capacity, purchase, or solicit or assist in the solicitation of (i) assets that have previously been pursued by the Company during the one year period preceding such termination, or (1ii) business of the type conducted by the Company with or from any shipper, customer or supplier of any liquid hydrocarbons with which the Company conducted any such transactions during the one year period preceding such termination. (b) If the Employee’s employment with the Company is terminated for any reason, then for a period of two years following such termination the Applicable Date, he Employee will not, without the prior written consent of the Company, directly or indirectly solicit or attempt cause to solicit, within the Non-Compete Area, any business from be solicited any person or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers of employed by the Company or recruit its subsidiaries or hire affiliates at any person who has been time during such period or is the six months prior to such period. Notwithstanding the foregoing, nothing herein will be construed to prevent the Employee, following such termination, from interviewing and/or offering employment to an employee of the Company who responds to a published general employment advertisement or to a “non-directed” executive search. (c) This paragraph 2 shall not limit the Employee, following the termination of his Employment with the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage engaging in any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event activity outside of the violation Region, or from soliciting or assisting in the solicitation of this Section 10, the Company will be entitled to, in addition to storage or transportation services for crude oil from facilities which were not part of any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that ’s transactions during the restrictions contained herein are reasonable in light one year period prior to the termination of the consideration and other value Employee’s employment with the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableCompany.

Non-Solicitation. Without limiting the generality obligations of Section 8(a) the foregoing, Employee Executive agrees that while he is employed by the Company prior to the Retirement Date and for a period of one (1) year following the Applicable Date, his Retirement Date he will not, without the prior written consent whether alone or as employee, owner, partner, officer, director, consultant, agent, executive, independent contractor, or stockholder of the Companyany firm, corporation or other commercial enterprise, directly or indirectly solicit or attempt to solicit, within the Non-Compete Area, business from: (x) any business from any person or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers customer of the Company with which Executive had contact, participated in the contact, or recruit about which Executive had knowledge of Confidential Information by reason of Executive’s employment with the Company within the one year period preceding the Date of Termination, or hire (y) any person who has been current customer prospect of the Company for whom Executive directly or is indirectly assisted in the preparation or submission of a proposal made by the Company to such customer prospect during the one year period preceding the Retirement Date, unless the Company acknowledges in writing its intent not to further pursue such customer prospect; provided, further, that the Executive shall, however, be permitted to own securities of any public company not in excess of 5% of any class of such securities and to own stock, partnership interests or other securities of any non-public entity not in excess of 5% of any class of such securities, and such ownership shall not be considered to be in competition with the Company; and except as may be required in the ordinary course of performing his duties as an employee of the Company, its parent, subsidiaries or affiliates while employed prior to the Retirement Date and during the preceding one-one year period from immediately following the date of termination of this Agreement. In additionRetirement Date, Employee agrees that he Executive shall not not, directly or indirectly indirectly, solicit or encourage attempt to solicit any employee of the Company to go to work for any person, partnership or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any entity other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of than the Company, and or engage in any activity that would cause any such employee to violate any agreement with the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area coveredCompany, or otherwise as dissuade, or attempt to dissuade, any such employee from faithfully discharging such employee’s contractual and fiduciary obligations to serve the extent required for its validity under the applicable law and as so limited, will be enforceableCompany’s interests with undivided loyalty.

Non-Solicitation. Without limiting (a) Neither Party will solicit and/or offer employment to or hire as a contractor for service, nor accept for employment or hire as a contractor for service, the generality other Party’s personnel, including independent contractors during the Term of this Agreement and for a period continuing for twelve (12) months subsequent to the termination of the foregoingAgreement inclusive of any extension thereof; provided, Employee agrees however, that the foregoing restriction shall not apply to solicitations directed at the public in general. (b) During the Term and for a period of one twelve (112) year following the Applicable Date, he will not, without the prior written consent of the Company, directly or indirectly solicit or attempt to solicit, within the Non-Compete Area, any business from any person or entity that the Company called upon, solicited, or conducted business with as of months after the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he Seller shall not (i) directly or intentionally indirectly solicit through another Reseller solicit, accept, transact, or encourage attempt to obtain business from any employee Customer of Company Master Distributor; (ii) directly or intentionally indirectly through another Reseller assist or aid any other party in the solicitation, acceptance or transaction of or any attempt to go obtain the business of any Customer of Master Distributor; or (iii) directly or intentionally indirectly through another Reseller accept the business of any Customer of Master Distributor (it is the intention of the Parties that Seller may not avoid enforcement of the non-solicitation provisions set forth herein by claiming that Seller merely accepted the business of any Customer of Master Distributor). (c) The Parties acknowledge that any breach of the non-solicitation provisions contained in this Section 13.18 may result in serious and irreparable injury to work for or with Employee for a period of onethe non-year following breaching Party. Therefore, the date of termination of this Agreement. In Parties acknowledge and agree that in the event of a breach of the violation of this Section 10non-solicitation obligations set forth herein, the Company will non-breaching Party shall be entitled toentitled, in addition to any other remedies provided by remedy at law or equityin equity to which such Party may be entitled, obtain injunctive to seek equitable relief against the breaching Party, including an injunction to restrain such breaching Party from such breach and to compel compliance with the specific performance obligations hereunder, without any requirement to post bond or other form of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violationsecurity. The Employee acknowledges that this Section 10 is necessary to protect the interests right of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant Parties to this Agreement. If any provision of this covenant is invalid in whole or in part, it pursue equitable relief hereunder will not be limited, whether as to time, area covered, or otherwise as and subject to the extent required for its validity under the applicable law and as so limited, will be enforceablearbitration provisions set forth in Section 13.13.

Non-Solicitation. Without limiting the generality of the foregoingAdditionally, Employee agrees you agree that so long as you are in Medscape's employ and for a period of one (1) year following after the Applicable Datetermination of such employment for any reason whatsoever, he you will not, within the United States and its territories and possessions, or in any other geographical area in which the Company has an office or a client (the "Medscape Territory"), directly or indirectly, on your own behalf or on behalf of anyone else engaged in a business which is directly competitive with the Company, without the prior written consent of the Company: (i) persuade or attempt to persuade any customer of the Company or its affiliates as of the date of the termination of your employment, to cease doing business with, or to reduce the amount of business it does with, the Company or its affiliates or solicit the business of any of the Company's or its affiliates' customers as of the date of the termination of your employment hereunder; (ii) render to or for any customer of the Company as of the date of the termination of your employment hereunder any services of the type rendered by the Company to its customers unless such services are rendered as an employee or consultant of the Company; or (iii) solicit or encourage to leave the employ of the Company or its affiliates, or to become employed by any person other than the Company, any employee of the Company or its affiliates, or any individual who was an employee of the Company or its affiliates during the one year prior to the termination of your employment. You further agree that so long as you are in the Company's employ and for a period of one year after the termination of such employment for any reason whatsoever, you will not, within the Medscape Territory, directly or indirectly, on your own behalf or on behalf of anyone else engaged in a business which is directly competitive with the Company, without the prior written consent of the Company, directly or indirectly solicit or attempt to solicit, within the Non-Compete Area, employ any business from any person or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers employee of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceable.affiliates,

Non-Solicitation. Without limiting (a) From the generality date hereof until the earlier of the foregoingtermination of this Agreement and the Closing, Employee agrees that for a period the Company shall not and shall cause its Affiliates and any of one (1) year following the Applicable Date, he will its or their Representatives to not, without the prior written consent of the Company, directly or indirectly solicit (i) encourage, solicit, initiate, facilitate or continue inquiries, proposals or offers (written or oral) regarding a Company Acquisition Proposal; (ii) enter into discussions or negotiations with, or furnish or disclose any non-public information to, any Person in connection with or that could reasonably be expected to lead to a possible Company Acquisition Proposal; (iii) enter into any agreements, arrangements, understandings or other instruments (whether or not binding) regarding a Company Acquisition Proposal; or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to solicitdo or seek to do any of the foregoing. The Company shall immediately cease and cause to be terminated and shall cause its Affiliates and all of its and their representatives to immediately cease and cause to be terminated, within the Non-Compete Areaall existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, a Company Acquisition Proposal. For purposes hereof, “Company Acquisition Proposal” shall mean any business inquiry, proposal or offer from any person Person (other than Acquiror or entity that any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company called upon, solicited, Company; (ii) the issuance or conducted business with as acquisition of the effective date outstanding shares of the termination, any persons capital stock or entities that have been customers of the Company or recruit or hire any person who has been or is an employee other Equity Securities of the Company; or (iii) the sale, its parentlease, subsidiaries exchange or affiliates during the preceding one-year period from the date other disposition of termination of this Agreement. In addition, Employee agrees that he shall not directly all or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests substantially all of the Company’s properties or assets or equity interests; provided, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant no Company Interim Financing shall be deemed to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableconstitute a Company Acquisition Proposal.

Non-Solicitation. Without limiting (a) During the generality period commencing on the date hereof and ending on the last day of the foregoingtwelfth full calendar month following the Employee’s termination for any reason whatsoever including but not limited to involuntary termination (with or without Cause) and/or voluntary termination, Employee hereby covenants that he/she will not, directly or indirectly, solicit, entice or induce any Customer or Supplier (as defined below) of the Company to (i) become a Customer or Supplier of any other person or entity engaged in any business activity that competes with any business conducted by the Company at any time during the period of Employee’s employment with the Company, or any business planned by the Company at any time during the period of Employee’s employment with the Company or (ii) cease doing business with the Company, and Employee agrees that for a period of one (1) year following the Applicable Date, he he/she will not, without the prior written consent of the Company, directly or indirectly solicit or attempt to solicit, within the Non-Compete Area, any business from not assist any person or entity that in taking any action described in the foregoing clauses (i) and (ii). For purposes of this Section 6, (A) a “Customer” of the Company called uponmeans any person, solicitedcorporation, partnership, trust, division, business unit, department or conducted business with as agency which, at the time of the effective date of the terminationtermination or within one year prior thereto, any persons shall be or entities that shall have been customers a customer, distributor or agent of the Company or recruit shall be or hire any person who has shall have been contacted by the Company for the purpose of soliciting it to become a customer, distributor or is an employee agent of the Company; and (B) a “Supplier” of the Company means any person, its parentcorporation, subsidiaries partnership, trust, division, business unit, department or affiliates during agency which, at the preceding one-year period from the date time of termination of this Agreement. In additionor within one year prior thereto, Employee agrees that he shall not directly be or indirectly solicit shall have been a supplier, vendor, manufacturer or encourage developer for any employee of Company to go to work for product or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, service or significant component used in addition to any other remedies provided by law product or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests service of the Company, . (b) During the period commencing on the date hereof and that ending on the restrictions contained herein are reasonable in light last day of the consideration and other value twenty-fourth full calendar month following the Employee’s termination for any reason whatsoever including but not limited to involuntary termination (with or without Cause) and/or voluntary termination, the Employee has accepted pursuant will not, directly or indirectly, induce other employees of the Company to this Agreement. If terminate their employment with the Company or engage in any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableCompeting Business.

Non-Solicitation. Without limiting (1) The Executive undertakes that during the generality of the foregoing, Employee agrees that Appointment and (subject to clause 8(2)) for a period of one (1) year 12 months following the Applicable Date, he will not, without the prior written consent termination of the Company, Appointment (the "Exclusion Period") he shall not whether on his own account or otherwise and whether directly or indirectly solicit or attempt to indirectly: (a) solicit, within the Non-Compete Areainterfere with, endeavour to entice away or induce to leave their employment any business from any person director or entity that the Company called upon, solicited, senior manager who is then or conducted business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from was at the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any the Appointment an employee of or engaged by the Company or any other company within the Prudential Group and with whom the Executive had business dealings during the course of his employment in the 12 month period immediately prior to go the termination of the Appointment. Nothing in this clause shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any company within the Prudential Group; or (b) solicit, interfere with or endeavour to work or actually entice away from the Company or any company within the Prudential Group business orders, or custom for products or with Employee for a period of one-year following services similar to those being provided by the Company or any company within the Prudential Group from any person, firm or corporation who was at the date of termination of this Agreement. In the event Appointment, or had been at any time within the year ending on that date, a customer or in the habit of doing business with the Company or any company in the Prudential Group and with whom the Executive was directly concerned in the 12 months before the termination of the violation Appointment. Nothing in this clause shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any company within the Prudential Group; or (c) carry on, set up, be employed, engaged or interested in a business which is or is about to be in competition with the business of the Company or any company within the Prudential Group as at the date of the termination of the Appointment with which the Executive was actively involved during the 12 month period immediately prior to such termination. The provisions of this Section 10clause 8(1)(c) shall not, at any time following the termination of the Appointment, prevent the Executive from holding shares or other capital not amounting to more than 3% of the total issued share capital of any company whether listed on a recognised stock exchange or not and, in addition, shall not prohibit the seeking or doing of business in any jurisdiction or of any type not in direct or indirect competition with the business of the Company or any company within the Prudential Group. (2) The period during which the restrictions referred to in clause 8 shall apply following the termination of the Appointment shall be reduced by the period of notice actually served. The amount of time during which, if at all, the Company will be entitled tosuspends the Employee under the provision of clause 3(3), in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, shall also reduce the period during which the restrictions referred to in clause 8 shall apply. (3) The Executive acknowledges and agrees that: (a) each of time for this Paragraph will automatically be extended sub-clauses 8(1)(a), (b) and (c) hereof constitute an entirely separate and independent restriction on him; (b) the duration, extent and application of each of the restrictions are no greater than is necessary for the period reasonable protection of time from which Employee began the proper interests of the Prudential Group; and (c) if any such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 restriction is necessary found by any court of competent jurisdiction to protect be void or unenforceable as going beyond what is reasonable in the circumstances for the protection of the interests of the Company, and that the restrictions contained herein are reasonable in light Prudential Group but would be valid if part of the consideration wording was deleted and/or the period thereof was reduced and/or the territory concerned was reduced the restriction shall apply within the jurisdiction of that court with such modifications as may be necessary to make it valid and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableeffective.

Non-Solicitation. Without limiting (a) In exchange for the generality of Company providing the foregoingGrantee the consideration set forth herein and other confidential information, Employee agrees that during the Grantee's employment with the Company and for a period of one year after the separation of such employment for any reason, the Grantee hereby agrees not to, either directly or indirectly: (1i) year following solicit the Applicable Dateemployment of, he will notrecruit, without employ, hire, cause to be employed or hired, entice away, or establish a business with any person whom the prior written consent Grantee had contact with or job-related information about in the course of such person's employment or other relationship with the Company, directly or indirectly solicit suggest to or attempt to solicit, within discuss with any such person the Non-Compete Area, any business from discontinuation of that person's status or employment with the Company; or (ii) on behalf of any person or entity that engaged in the Company called upon, solicited, same or conducted similar business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parentcall on, subsidiaries service, solicit, or affiliates during accept competing business from the preceding oneCompany's customers or prospective customers whom or which the Grantee, within the previous two (2) years, had or made contact with regarding the Company's business or had access to the Company's information or files about such customer or prospective customer. (b) To the extent that any provision of this Section 13 shall be determined to be invalid or unenforceable in any respect or to any extent, the provision shall not be void or rendered invalid, but instead shall be automatically amended for such lesser term, to such lesser extent, or in such other lesser degree, as will grant the Company the maximum protection and restrictions on the Grantee's activities permitted by applicable law in such circumstances. If the Grantee violates a non-year solicitation provision described above and the Company brings legal action for injunctive relief, the Company shall not, as a result of such breach or the time involved in obtaining the relief, be deprived of the benefit of the full period of the provision(s) violated. Accordingly, the provision(s) shall be deemed to be in effect for the duration specified therein, computed from the date the relief is granted but not to include any period of termination time during which the Grantee is in violation of the provision(s). (c) The Company's right to enforce the terms of this Section 13 shall not be affected by the existence or non-existence of any other similar agreement for anyone else, or by the Company's failure to fully enforce, or enforce at all, the terms of any other such agreement. The provisions of this Section 13 are in addition to and not in lieu of, and do not supersede, cancel or replace, (i) any agreement regarding non-solicitation or non-recruitment of customers, consultants or employees previously or subsequently signed by the Grantee, or (ii) any provisions of an existing agreement regarding any such subjects. Likewise, this Agreement does not alter or amend the terms of any existing agreement between the Company and the Grantee concerning employment, and such agreement shall not operate to preclude the enforcement or cancel the terms of this Agreement. In additioncase of any conflict between the terms of this Agreement and the terms of any such agreement concerning employment, Employee agrees the terms of that he agreement shall not directly operate to cancel, supersede or indirectly solicit or encourage any employee preclude the enforcement of Company to go to work for or with Employee for a period of one-year following the date of termination terms of this Agreement. In the event The terms of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief such agreement shall be construed and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant enforced without reference to this Agreement unless such agreement references this Agreement. If any provision of this covenant is invalid in whole , specifically or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceablegenerally.

Non-Solicitation. Without limiting (a) In exchange for the generality of Company providing the foregoingGrantee the consideration set forth herein and other confidential information, Employee agrees that during the Grantee's employment with the Company and for a period of one year after the separation of such employment for any reason, the Grantee hereby agrees not to, either directly or indirectly: (1i) year following solicit the Applicable Dateemployment of, he will notrecruit, without employ, hire, cause to be employed or hired, entice away, or establish a business with any person whom the prior written consent Grantee had contact with or job-related information about in the course of such person's employment or other relationship with the Company, directly or indirectly solicit suggest to or attempt to solicit, within discuss with any such person the Non-Compete Area, any business from discontinuation of that person's status or employment with the Company; or (ii) on behalf of any person or entity that engaged in the Company called upon, solicited, same or conducted similar business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parentcall on, subsidiaries service, solicit, or affiliates during accept competing business from the preceding oneCompany's customers or prospective customers whom or which the Grantee, within the previous two (2) years, had or made contact with regarding the Company's business or had access to the Company's information or files about such customer or prospective customer. (b) To the extent that any provision of this Section 12 shall be determined to be invalid or unenforceable in any respect or to any extent, the provision shall not be void or rendered invalid, but instead shall be automatically amended for such lesser term, to such lesser extent, or in such other lesser degree, as will grant the Company the maximum protection and restrictions on the Grantee's activities permitted by applicable law in such circumstances. If the Grantee violates a non-year solicitation provision described above and the Company brings legal action for injunctive relief, the Company shall not, as a result of such breach or the time involved in obtaining the relief, be deprived of the benefit of the full period of the provision(s) violated. Accordingly, the provision(s) shall be deemed to be in effect for the duration specified therein, computed from the date the relief is granted but not to include any period of termination time during which the Grantee is in violation of the provision(s). (c) The Company's right to enforce the terms of this Section 12 shall not be affected by the existence or non-existence of any other similar agreement for anyone else, or by the Company's failure to fully enforce, or enforce at all, the terms of any other such agreement. The provisions of this Section 13 are in addition to and not in lieu of, and do not supersede, cancel or replace, (i) any agreement regarding non-solicitation or non-recruitment of customers, consultants or employees previously or subsequently signed by the Grantee, or (ii) any provisions of an existing agreement regarding any such subjects. Likewise, this Agreement does not alter or amend the terms of any existing agreement between the Company and the Grantee concerning employment, and such agreement shall not operate to preclude the enforcement or cancel the terms of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage case of any employee of Company to go to work for or with Employee for a period of one-year following conflict between the date of termination terms of this Agreement. In Agreement and the event terms of the violation of this Section 10any such agreement concerning employment, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance terms of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceable.agreement shall

Non-Solicitation. Without limiting (a) Executive shall not at any time during the generality of the foregoing, Employee agrees that for a period of one his employment with the Company, or during the two (12) year period immediately following his Termination of Employment with the Applicable Date, he will notCompany ("Non-Solicitation Period"), without the prior written consent of the Company, directly on behalf of himself or indirectly any other person, solicit for employment or attempt to solicitemploy any of the current officers or employees of the Company; provided, within however, that nothing contained herein shall prohibit Executive from hiring employees of the Company when such employment results from general solicitations for employment. (b) Executive shall not at any time during the period of his employment with the Company, or during the Non-Compete AreaSolicitation Period, any business from any person or entity that without the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee prior written consent of the Company, solicit for his own use, or for the use of any company or person by whom he is employed, or for whom he may be acting, any of the current customers of the Company, nor shall he divulge to any other person any information or fact relating to the management, business (including prospective business), finances, its parentcustomers or the terms of any of the contracts of the Company which has heretofore or which may hereafter come to the knowledge of Executive which is not freely available to the public. (c) Executive shall not, subsidiaries or affiliates during the preceding oneNon-year period from Solicitation Period, in any way defame the date Company or disparage its business capabilities, products, plans or management to any customer, potential customer, vendor, supplier, contractor, subcontractor of termination the Company so as to affect adversely the goodwill or business of this Agreement. In addition, Employee the Company. (d) Executive covenants and agrees that he shall not directly a breach of these subparagraphs (a), (b) or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, (c) would immediately and irreparably harm the Company will and that a remedy at law would be entitled toinadequate to compensate the Company for its losses by reason of such breach and therefore that the Company shall, in addition to any other rights and remedies provided by available under this Agreement, at law or equityotherwise, obtain injunctive relief be entitled to any injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation of these subparagraphs (a), (b) or (c), and Executive hereby consent to the specific performance issuance of such injunction. (e) For purposes of this covenant. Should Employee violate Paragraph 5 and in consideration of this Section 10Agreement, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Companynon-solicitation agreement has been separately negotiated and bargained for, and that the restrictions contained herein are reasonable in light constitutes a substantial portion of the consideration and other value the Employee has accepted pursuant to for this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceable.

Non-Solicitation. Without limiting the generality of the foregoing, The Employee hereby agrees that during the period commencing on the date hereof and ending on the date which is the later of (i) two (2) years after the date hereof and (ii) eighteen (18) months after the date on which the Employee's employment with the Company and its subsidiaries terminates for a period of one (1) year following the Applicable Dateany reason, he will not, without the prior express written consent of the Company, directly (w) hire or indirectly solicit engage or attempt to solicit, within the Non-Compete Area, hire or engage for or on behalf of himself or herself or any business from such competitor any person officer or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers employee of the Company or recruit any of its subsidiaries, or hire any person who has been or is an former employee of the CompanyCompany and any of its subsidiaries who was employed during the one (1) year period immediately preceding the date on which the Employee's employment or service relationship with the Company or any of its subsidiaries was terminated for any reason, (x) encourage for or on behalf of himself or any such competitor any such officer or employee to terminate his or her relationship or employment with the Company or any of its parentsubsidiaries, (y) solicit for or on behalf of himself or any such competitor any client or supplier of the Company or any of its subsidiaries or affiliates during (z) divert to any person (as hereinafter defined) any client or business opportunity of the preceding one-year period Company or any of any of its subsidiaries. The Board of Directors, with prior notice and adequate disclosure of any opportunity or proposed activity, shall be entitled to interpret the provisions of this Agreement and exempt any opportunity or activity of the Employee which the Board of Directors, in its reasonable judgment, believes is in the interests of, or not opposed to the interests of, the Company or any of its subsidiaries. Notwithstanding anything herein to the contrary, the Employee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than three percent (3%) of the equity of such enterprise. Neither the Employee nor any business entity controlled by the Employee is a party to any contract, commitment, arrangement or agreement which could, following the date hereof, restrain or restrict the Company or any subsidiary of the Company from carrying on its business or restrain or restrict the Employee from performing his or her employment obligations, and as of the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value Agreement the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid no business interests whatsoever in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and relating to the extent required for industries in which the Company and its validity under subsidiaries currently engage other than Employee's interest in the applicable law Company and as so limited, will be enforceableother than interests in public companies of less than three percent (3%).

Non-Solicitation. Without limiting (a) The Seller agrees that the generality Company has invested substantial time and effort in assembling and training the present staff and personnel of the foregoingCompany. In addition, Employee as a result of employment by the Company, such personnel have gained knowledge of the business affairs, marketing, processes and methods of operation of the Company that the Seller agrees that is confidential information and trade secrets of the Business. Accordingly, for a period of one two (12) year years following the Applicable DateClosing, he will the Seller shall not, and shall not permit its Affiliates to, at any time, directly or indirectly, solicit, encourage, entice or induce for employment or employ any Business Employees without the prior written consent of the CompanyPurchaser (which written consent shall be effective only as to the Person specified therein and to no other Person); provided, directly however, that this Section 5.16(a) shall not prohibit the Seller or indirectly solicit any of its Affiliates from (i) conducting any general solicitation or attempt to solicitadvertisement of employment for employees in newspapers, within the Non-Compete Areatrade publications, any business from any person websites or entity that the Company called uponother media, solicitedso long as such advertisements are not targeted specifically at Business Employees, or conducted business with engaging recruiters to conduct general employee search activities so long as of the effective date of the termination, any persons or entities that such recruiters have been customers of instructed not to, and do not, specifically solicit any Business Employees, (ii) soliciting, offering employment to, hiring or employing any Person (A) who responds to any such solicitation or advertisement described in the Company foregoing clause (i) or recruit or hire any person who (B) whose employment relationship with the Business has been or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee terminated for a period of one-year following at least three (3) months prior to the date commencement of termination any solicitation or offer of employment, or (iii) from hiring any Person who contacts the Seller on such Person’s own initiative. (b) The Seller acknowledges that the restrictions contained in this Section 5.16 are reasonable and necessary to protect the legitimate interests of the Purchaser and constitute a material inducement to the Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event of the violation of that any covenant contained in this Section 105.16 should ever be adjudicated to exceed the time, the Company will 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 entitled todeemed reformed, in addition such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The invalidity or unenforceability of any covenant or provision in this Section 5.16 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 remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceablejurisdiction.

Non-Solicitation. Without limiting During the generality of Advisory Period and for the foregoing, Employee agrees that for a period of one ending five (15) year years following the Applicable Termination Date, he will the Consultant shall not, without the prior written consent of the Company, directly or indirectly and whether on his own behalf or on behalf of any other person, partnership, association, corporation or other entity, either (i) hire, seek to hire or solicit the employment or attempt to solicitservice of any employee, within the Non-Compete Area, any business from any person agent or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers consultant of the Company or recruit its Subsidiaries and affiliates in a commercial capacity; (ii) in any manner attempt to influence or hire induce any person who has been employee, agent or consultant of the Company or its Subsidiaries and affiliates to leave the employment or service of the Company or its Subsidiaries and affiliates; (iii) use or disclose to any person, partnership, association, corporation or other entity any information concerning the names and addresses of any employees, agents or consultants of the Company or its Subsidiaries and affiliates unless such use or disclosure is of a personal nature, is requested by the Company or is an employee required by due process of law; or (iv) call upon, solicit, divert or attempt to call upon, solicit or divert the business of any customer, vendor or acquisition prospect of the Company, Company or any of its parent, subsidiaries Subsidiaries or affiliates with whom the Company dealt, directly or indirectly, during his engagement with the preceding one-year period Company or its Subsidiaries or affiliates. The Consultant shall not be prohibited from hiring or soliciting the date employment or service of termination an agent or consultant of the Company for purposes which do not violate Section 5(a) of this Agreement. In addition, Employee The Consultant agrees and stipulates that he shall not directly in any action or indirectly solicit claim brought by him or encourage in any employee of Company to go to work for action or with Employee for a period of one-year following claim brought against him involving the date of termination of this Agreement. In the event of the violation provisions of this Section 105, the Company will be entitled Consultant hereby waives any claim or defense that the above non-solicitation covenants are unenforceable, void or voidable, for any reason, including, but not limited to, in addition to fraud, misrepresentation, illegality, unenforceable restraint of trade, failure of consideration, illusory contract, mistake, or any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceablesubstantive legal defense.

Non-Solicitation. Without limiting Grantee agrees that, while Grantee is employed by any System Company and during the generality Non-Compete Period (or, if later, the last day Grantee is scheduled to receive cash severance payments from Grantee’s System Company employer pursuant to any severance plan or other agreement), except in the good faith performance of Grantee’s duties to the foregoingSystem Companies, Employee agrees that for a period of one (1) year following the Applicable Date, he will Grantee shall not, without other than as authorized in writing by the prior written consent General Counsel of the Company: (i) directly or indirectly advise, solicit, induce, hire, encourage or assist in the hiring process, or advise, cause, encourage or assist others to solicit, induce or hire, any employee or consultant of any System Company or any individual who was an employee or consultant of any System Company at any time during the six-month period immediately prior to such action or (ii) induce, encourage, persuade or cause others to induce, encourage, or persuade any employee or consultant of any System Company to cease providing services to any System Company or in any way to modify such employee’s or consultant’s relationship with any System Company or (iii) within the Restricted Territory, directly or indirectly solicit the trade, business or attempt patronage of any clients, customers or vendors or prospective clients, customers or vendors of any System Company to solicit, within the Non-Compete Area, any business from any person provide competing products or entity that the Company called upon, solicitedservices or advise, or conducted business assist such clients, customers or vendors or prospective clients, customers or vendors to in any way modify their relationship with as any System Company. The foregoing non-solicitation (A) shall not be violated by general advertising not targeted at the forgoing persons or entities; (B) shall not apply to solicitation of the effective date of the termination, any persons involuntarily terminated from System Company employment; and (C) shall only apply to persons or entities that have been customers of the Company or recruit or hire any person (x) who has been or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not reported directly or indirectly solicit to Grantee; (y) with whom Grantee had material contact while at a System Company; or encourage any employee (z) about whom or which Grantee possessed (1) information regarding quality of Company to go to work for or with Employee for performance while they were employed by a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10System Company, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended which information Grantee would not otherwise have except for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the position Grantee held with a System Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceable(2) Confidential Information.

Non-Solicitation. Without limiting (1) The Executive undertakes that during the generality of the foregoing, Employee agrees that Appointment and for a period of one (1) year 12 months following the Applicable Date, he will not, without the prior written consent termination of the Company, Appointment (the "Exclusion Period") he shall not whether on his own account or otherwise and whether directly or indirectly solicit or attempt to indirectly: (a) solicit, within the Non-Compete Areainterfere with, any business from any person endeavor to entice away or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire induce to leave their employment any person who has been is then or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from was at the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any the Appointment an employee of the Company or any other company within the Prudential Group; or (b) solicit, interfere with or endeavour to go or actually entice away from the Company or any company within the Prudential Group business orders, or custom for products or services similar to work for those being provided by the Company or with Employee for a period of one-year following any company within the Prudential Group from any person, firm or corporation who was at the date of termination of this Agreement. In the event Appointment, or had been at any time within the year ending on that date, a customer or in the habit of doing business with the Company or any company in the Prudential Group and with whom the Executive was directly concerned in the twelve months before the termination of the violation of this Section 10, Appointment; or (c) engage in the United Kingdom (whether as principal employee agent consultant or otherwise) in any trade or business which competes with any trade or business being carried on by the Company will be entitled to, in addition to or any other remedies provided by law company within the Prudential Group at the date of termination of the Appointment and with which the Executive was actively concerned in the twelve months before the termination of the Appointment. (2) For the purpose of sub-clause 8(1)(b) and 8(1)(c) hereof, if the Company terminates the Appointment upon written notice (whether or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the not in accordance with Clause 2) any period of time for this Paragraph will automatically be extended notice actually served shall count towards the Exclusion Period. (3) The Executive acknowledges and agrees that: (a) each of sub-clauses 8(1)(a) (b) and (c) hereof constitute an entirely separate and independent restriction on him; (b) the duration extent and application of each of the restrictions are no greater than is necessary for the period reasonable protection of time from which Employee began the proper interests of the Prudential Group; and (c) if any such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 restriction is necessary found by any court of competent jurisdiction to protect be void or unenforceable as going beyond what is reasonable in the circumstances for the protection of the interests of the Company, and that the restrictions contained herein are reasonable in light Prudential Group but would be valid if part of the consideration wording was deleted and/or the period thereof was reduced and/or the territory concerned was reduced the restriction shall apply within the jurisdiction of that court with such modifications as may be necessary to make it valid and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableeffective.

Non-Solicitation. Without limiting I agree that while I am employed by the generality of the foregoing, Employee agrees that Company and for a period of one (1) year immediately following the Applicable Date, he will not, without the prior written consent any such termination of my employment with the Company, directly (i) intentionally solicit, induce, recruit or indirectly solicit encourage any employee of the Company or independent contractor of the Company who provides services to or on behalf of the Company to leave his, her or its employment or engagement with the Company, or attempt to solicit, recruit, or take away any such employees or independent contractors (or induce or encourage any such employee or independent contractor to terminate its employment or engagement with the Company); provided that after termination or expiration of my employment, this provision shall only apply to those employees or independent contractors of the Company who (A) are current employees or independent contracts of the Company and (B) were such at any time within 12 months prior to the date of such termination or expiration, (ii) intentionally interfere in any manner with the contractual or employment relationship between the Company and any employee, independent contractor, Customer (as defined below) or supplier of the Company or cause any such employee, independent contractor, Customer or supplier to cease employment with, cease doing business with or reduce the amount of business it does with the Company; provided that after termination or expiration of my employment, this provision shall apply only to the employees, independent contractors, Customers or suppliers of the Company who (A) are current employees, independent contractors, Customers or suppliers of the Company and (B) were such at any time within 12 months prior to such termination or expiration, (iii) after termination or expiration of my employment, hire or otherwise employ any employee of the Company or independent contractor of the Company who provides services to or on behalf of the Company or who has provided services to or on behalf of the Company at any time during the prior three month period, or (iv) whether as a direct solicitor or provider of such services or products, or in a management or supervisory capacity over others who solicit or provide such services or products, intentionally solicit or provide services or products that fall within the Non-Compete Area, definition of Restricted Business to any business from any person or entity that the Company called upon, solicited, or conducted business with as Customer of the effective date Company; provided that after the expiration or termination of the terminationmy employment, any persons or entities that have been this provision shall only apply to those customers of the Company who are current Customers and were Customers at any time within 12 months prior to the termination or recruit expiration of my employment with the Company. “Customer” shall mean those persons or hire any person who affiliates to which the Company has been rendered services or is an employee provided products within the last three months that fall within the definition of Restricted Business (including, for the avoidance of doubt, commercial clients of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees Company that he shall not directly or indirectly solicit or encourage any employee of Company provide vehicles to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies connection with the services provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violationCompany). The Employee acknowledges that this Section 10 is necessary terms “Cause” and “Good Reason” shall have the respective meanings signed to protect each such term in the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Employment Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceable.

Non-Solicitation. Without limiting the generality of the foregoing, Employee agrees that During Executive’s employment and for a period of one (1) year following the Applicable Date18 months thereafter, he will not, without the prior written consent of the Company, Executive agrees not to directly or indirectly solicit engage in the following prohibited conduct: (a) Solicit, offer products or attempt to solicitservices to, within the Non-Compete Areaor accept orders for, any Competitive Products or otherwise transact any competitive business from on behalf of any Competitor; (b) Attempt on behalf of any Competitor to entice or otherwise cause any third party to withdraw, curtail or cease doing business with the Company (or any Affiliate thereof), specifically including customers, vendors, independent contractors and other third-party entities; (c) Except in the course of the Executive’s employment and for the benefit of the Company to the extent such information is not publicly known, disclose to any person or entity that the identities, contacts or preferences of any customers of the Company called upon, solicited(or any Affiliate thereof), or conducted the identity of any other persons or entities having business dealings with as of the Company (or any Affiliate thereof); (d) Induce any individual who has been employed by or had provided services to the Company (or any Affiliate thereof) within the six (6) month period immediately preceding the effective date of Executive’s separation to terminate such relationship with the terminationCompany (or any Affiliate thereof); (e) Assist, coordinate or otherwise offer employment to, accept employment inquiries from, or employ any persons individual who is or entities had been employed by the Company (or any Affiliate thereof) at any time within the six (6) month period immediately preceding such offer, or inquiry, provided that have been customers the provisions of this Section (e) shall not apply to generalized solicitations not targeted specifically at Company employees; (f) Communicate or indicate in any way to any customer of the Company (or recruit or hire any person who has been or is an employee of Affiliate thereof), prior to formal separation from the Company, its parentany interest, subsidiaries desire, plan, or affiliates during the preceding one-year period decision to separate from the date Company; other than by way of termination long term retirement plans; or (g) Otherwise attempt on behalf of this Agreement. In addition, Employee agrees that he shall not any Competitor to directly or indirectly solicit or encourage interfere with the Company’s business, the business of any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10Companies or their relationship with their employees, the Company will be entitled toconsultants, in addition to any other remedies provided by law independent contractors or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceablecustomers.

Non-Solicitation. Without limiting the generality of the foregoing(a) OPA shall cause each person providing Management Services, Employee agrees that for a period of one (1) year following the Applicable Date, he will notincluding, without limitation, ▇▇▇▇▇ and Chuk, to agree in writing for the prior written consent of the Company, directly or indirectly solicit or attempt to solicit, within the Non-Compete Area, any business from any person or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers benefit of the Company or recruit or hire any person who has been or is an employee of the Companythat, its parent, subsidiaries or affiliates during the preceding one-Term and for one year period from thereafter (the date of termination of this Agreement. In addition“Restricted Period”), Employee agrees that he or she shall not directly or indirectly through another person or entity (i) induce, solicit, encourage or attempt to induce, solicit or encourage any employee of the Company (excluding ▇▇▇▇▇, ▇▇▇▇ and any employee of OPA, each of whom, for the avoidance of doubt, is not an employee of the Company) to leave the employ of the Company, or in any way interfere with the relationship between the Company and any employee thereof; or (ii) induce, solicit, encourage or attempt to induce, solicit or encourage any customer, supplier, licensee, licensor, franchisee or other business relation of the Company to go cease doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation of the Company (including, without limitation, making any negative or disparaging statements or communications regarding the Company). OPA covenants that it will not, and it will advise members of senior management of OPA not to, make any negative or disparaging statements or communications regarding the Company or its employees or directors. (b) During the Restricted Period, the Company shall not directly or indirectly through another person or entity (i) induce, solicit, encourage or attempt to work for induce, solicit or encourage any employee of OPA (including, without limitation, ▇▇▇▇▇ and Chuk) to leave the employ of OPA, or in any way interfere with Employee for a period the relationship between OPA and any employee thereof; or (ii) induce, solicit, encourage or attempt to induce, solicit or encourage any customer, supplier, licensee, licensor, franchisee or other business relation of one-year following OPA to cease doing business with OPA, or in any way interfere with the date relationship between any such customer, supplier, licensee or business relation of termination OPA (including, without limitation, making any negative or disparaging statements or communications regarding OPA). The Company covenants that it will not, and it will advise members of senior management of the Company and its board of directors not to, make any negative or disparaging statements or communications regarding OPA or any person performing Management Services, including, without limitation, ▇▇▇▇▇ and Chuk. (c) If, at the time of enforcement of this AgreementSection 12, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. In Each party acknowledges that the restrictions contained in this Section 12 are reasonable and that it has reviewed the provisions of this Agreement with its legal counsel. (d) Each party acknowledges that in the event of the violation breach or a threatened breach by the other party or any person performing Management Services of any of the provisions of this Section 1012, the Company will be entitled toother party would suffer irreparable harm, and, in addition and supplementary to any other rights and remedies provided by law or equityexisting in its favor, obtain injunctive relief and the non-breaching party shall be entitled to specific performance and/or injunctive or other equitable relief from a court of this covenantcompetent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). Should Employee violate this Section 10In addition, in the period event of time for this Paragraph will automatically be extended for the period of time from which Employee began such a breach or violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of by the Company, and that OPA or any person of this Section 12, the restrictions contained herein are reasonable in light Restricted Period shall be automatically extended by the amount of time between the initial occurrence of the consideration breach or violation and other value the Employee when such breach or violation has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceablebeen duly cured.

Non-Solicitation. Without limiting the generality of the foregoing, Employee agrees that for (i) For a period of one two (12) year years following the Applicable DateClosing Date and except with respect to directors, he will officers, employees, agents and other representatives terminated by Purchaser or any Purchaser entity, each of the Seller and the Parent shall not, without the prior written consent and shall cause their respective Affiliates and each of the Companytheir and their Affiliates' directors, officers, employees, agents and other representatives not to, directly or indirectly indirectly, for itself or for any other Person to (A) employ, solicit for employment or otherwise contract for the services of any individual who is or was, during the preceding twelve (12) months, an employee of any Company Party; or (B) otherwise induce or attempt to induce any employee of any Company Party to leave the employ of any Company Party, offer employment to any employee of any Company Party, or in any way interfere with the relationship between any Company Party and any employee respectively thereof; provided, however, that the foregoing shall not be violated by general advertising not specifically targeted at employees of a Company Party. During the Restricted Period, each of the Seller and the Parent shall not, and shall cause their respective Affiliates and each of their and their Affiliates' directors, officers, employees, agents and other representatives not to, directly or indirectly, for itself or for any other Person to (x) solicit or attempt to solicitsolicit any supplier or customer of any Company Party, within (y) induce any such supplier or customer to cease doing business with any Company Party, or (z) interfere in any way with the Nonrelationship between any such supplier or customer and a Company Party. Without limiting the foregoing, during the Restricted Period, each of the Seller and the Parent shall not, and shall cause their respective Affiliates and each of their and their Affiliates' directors, officers, employees, agents and other representatives not to, directly or indirectly, take any action that could reasonably be regarded as designed or intended to have the effect of discouraging any customer, supplier or other Person from maintaining the same business relationships with any Company Party after the Closing as it maintained in respect of such Company Party prior to the Closing. Each of the Seller and the Parent, jointly and severally, will be responsible for any breach by any of the Seller, the Parent, or any of their respective Affiliates or any of their or their Affiliates' directors, officers, employees, agents and other representatives of any covenants contained in this Section 4.8(b). Notwithstanding the foregoing, the non-Compete Areasolicitation obligations shall not include services performed by directors, officers, employees, agents and other representatives during the term of the employment or engagement of such individuals by a Company Party that would not be competitive with any business of any Company Party so long as such services do not interfere with such individual's performance of their duties for the Company Parties. For the avoidance of doubt, any business from offer of employment by Seller and the Parent, any person or entity that the Company called upon, solicitedof their respective Affiliates, or conducted business with as any of the effective date of the terminationforegoing's directors, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Companyofficers, its parentemployees, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage agents and other representatives to any employee of a Company to go to work for or with Employee for Party during the period referenced in Section 4.8(b)(i) shall be a period of one-year following the date of termination of this Agreement. In the event violation of the violation of covenants set forth in this Section 10Section; provided, the that L▇▇▇▇ ▇▇▇▇▇▇▇▇▇ may provide tax-specific consulting services to a Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableParty on an independent contractor basis.

Non-Solicitation. Without limiting (a) During the generality of period commencing on the foregoing, Employee agrees that for a period of one (1) year following Agreement Date and ending on the Applicable Closing Date, he will notand during the Restricted Period (collectively, without the prior written consent of the Company“Non-Solicitation Period”), no Seller shall, directly or indirectly solicit (other than in connection with providing services to the Buyer, Parent or their Affiliates, including but not limited to the Company): (i) induce or attempt to solicitinduce or encourage others to induce or attempt to induce, within any Person who is or, during the Non-Compete AreaSolicitation Period, becomes an employee of Parent, Buyer, or the Company to terminate such Person’s employment with Parent, Buyer, or the Company; or (ii) induce or attempt to induce or encourage others to induce or attempt to induce, any Person who is or, during the Non-Solicitation Period, becomes a customer or client of Parent, Buyer, or the Company to terminate such Person’s business relationship with Parent, Buyer, or the Company. provided, however, that nothing in this Agreement shall prevent or restrict any Seller from (i) employing any Person whose employment is terminated prior to any such solicitation or employment, or (ii) any general advertising or solicitation for employment. (b) If a Seller is in breach of any of the provisions of Section 6.02(a), then the time periods set forth in those provisions shall, as they relate to the breaching Seller, be extended by the length of time during which the breaching Seller is in breach of any of those provisions. (c) Each Seller agrees that during the Restricted Period he, she, it, or they will not, either on their own account or directly or indirectly in conjunction with or on behalf of any other Person, disparage or otherwise speak or write negatively about Parent, Buyer, or the Company or cause any other person to disparage or entity speak or write negatively about Parent, Buyer, or the Company. (d) Each Seller acknowledges and agrees that the Company called upon, solicited, or conducted business with as would be irreparably damaged if any of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation provisions of this Section 106.02 are not complied with in accordance with their specific terms or are otherwise breached. Accordingly, Parent, Buyer, and the Company will shall be entitled to, to seek an injunction or injunctions to prevent breaches of this Section 6.02 and shall have the right to specifically enforce this Section 6.02 and its terms and provisions against Seller in addition to any other remedies provided by remedy to which Parent, Buyer, and/or the Company may be entitled under this Agreement, at law or in equity, obtain injunctive relief and . Pharma15 Corporation 23 (e) It is the specific performance intent of the Parties that each provision of this covenant. Should Employee violate Section 6.02 be adjudicated valid and enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which adjudication of the validity or enforcement of this Section 106.02 is sought. In furtherance of that intent, the period each provision of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company6.02 shall be severable from each other provision, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant Section 6.02 that is invalid prohibited or unenforceable in whole any jurisdiction shall be subject to the following: (i) if the prohibited or unenforceable provision is contrary to or conflicts with any requirement of any statute, rule or regulation in parteffect in the jurisdiction, it will then the requirement shall be limited, whether as to time, area coveredincorporated into, or otherwise as and substituted for, the prohibited or unenforceable provision to the minimum extent required necessary to make the provision valid or enforceable; (ii) the Governmental Authority, arbitrator, or other adjudicatory body considering the matter is authorized to (or, if that Governmental Authority, arbitrator, or other adjudicatory body is unwilling or fails to do so, then the parties shall) amend the unenforceable provision to the minimum extent necessary to make the provision valid or enforceable, and the parties consent to the entry of an order amending the provision to that extent for its that purpose; and (iii) if any unenforceable provision cannot be or is not reformed and made valid or enforceable under this Section 6.02, then the prohibited or unenforceable provision shall be ineffective in that jurisdiction to the minimum extent necessary to make the remainder of this Section 6.02 valid or enforceable in that jurisdiction. Any application of the foregoing provisions to any provision of this Section 6.02 shall not (A) affect the validity under or enforceability of any other provision of this Section 6.02 or (B) prevent the applicable law and prohibited or unenforceable provision from being adjudicated valid or enforced as so limited, will be enforceablewritten in any other jurisdiction.

Non-Solicitation. Without limiting During the generality of the foregoing, Employee agrees that Term and for a period of one (1) year following 12 months after the Applicable Dateexpiration or earlier termination of this Agreement, he neither party to this Agreement will nothire or solicit for hire any employee of the other party, or of any Affiliate thereof, with whom it has had contact in connection with the provision of the Services under this Agreement without the prior express written consent of the Companyother party. The foregoing notwithstanding, directly or indirectly solicit or attempt in the event either party breaches the agreement of such party to solicit, within the Non-Compete Area, refrain from hiring any business from any person or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the other party contained in this Section 5.4, such party will be obligated to pay the non-breaching party an amount equal to 50% of the then current annual salary of the employee who is wrongfully hired as compensation for the expense incurred, or anticipated to be incurred, in replacing such employee. Exculpation: Neither Consultant, nor any of its shareholders, members, directors, managers, officers, employees, contractors, agents, representatives, or attorneys, nor any of Consultant's Affiliates, Contractors, or Service Providers, nor any of their respective partners, shareholders, members, directors, managers, officers, employees, contractors, agents, representatives, or attorneys, as applicable, shall be liable to Company, its parentor any Affiliate of Company, subsidiaries for honest mistakes of judgement, or affiliates during for action or inaction, taken reasonably and in good faith for a purpose that was reasonably believed to be in the preceding one-year period from interests of Company, or for losses due to such mistakes, action, or inaction, or to the date negligence, dishonesty, or bad faith of termination any employee, contractor, or other agent of Consultant or any of Consultant's Affiliate's, Contractors', or Service Providers' employees, contractors, or agents; provided, that such employee, contractor, or agent was selected, engaged, or retained and supervised with reasonable care; and provided, that this Section 6.1 shall not extend to any action which constitutes fraud, willful misconduct, gross negligence, or a material breach of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or Consultant may consult with Employee for a period of one-year following the date of termination of this Agreement. In the event counsel and accountants in respect of the violation provision of the Services and be fully protected and justified in any action or inaction that is taken or not taken in accordance with the advice or opinion of such counsel or accountants, provided that they shall have been selected with reasonable care. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10, the Company will 6.1 shall not be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether construed so as to time, area covered, relieve (or otherwise as and attempt to relieve) any Person of any liability by reason of recklessness or intentional wrongdoing to the extent required for its validity (but only to the extent) that such liability may not be waived, modified, or limited under applicable Law, but shall be construed so as to effectuate the applicable law provisions of this Section 6.1 and as so limited, will be enforceableof Section 6.2 to the fullest extent permitted by law.

Non-Solicitation. Without limiting (a) In exchange for the generality of Company providing the foregoingGrantee the consideration set forth herein and other confidential information, Employee agrees that during the Grantee's employment with the Company and for a period of one year after the separation of such employment for any reason, the Grantee hereby agrees not to, either directly or indirectly: (1i) year following solicit the Applicable Dateemployment of, he will notrecruit, without employ, hire, cause to be employed or hired, entice away, or establish a business with any person whom the prior written consent Grantee had contact with or job-related information about in the course of such person's employment or other relationship with the Company, directly or indirectly solicit suggest to or attempt to solicit, within discuss with any such person the Non-Compete Area, any business from discontinuation of that person's status or employment with the Company; or (ii) on behalf of any person or entity that engaged in the Company called upon, solicited, same or conducted similar business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parentcall on, subsidiaries service, solicit, or affiliates during accept competing business from the preceding oneCompany's customers or prospective customers whom or which the Grantee, within the previous two (2) years, had or made contact with regarding the Company's business or had access to the Company's information or files about such customer or prospective customer. (b) To the extent that any provision of this Section 10 shall be determined to be invalid or unenforceable in any respect or to any extent, the provision shall not be void or rendered invalid, but instead shall be automatically amended for such lesser term, to such lesser extent, or in such other lesser degree, as will grant the Company the maximum protection and restrictions on the Grantee's activities permitted by applicable law in such circumstances. If the Grantee violates a non-year solicitation provision described above and the Company brings legal action for injunctive relief, the Company shall not, as a result of such breach or the time involved in obtaining the relief, be deprived of the benefit of the full period of the provision(s) violated. Accordingly, the provision(s) shall be deemed to be in effect for the duration specified therein, computed from the date the relief is granted but not to include any period of termination time during which the Grantee is in violation of the provision(s). (c) The Company's right to enforce the terms of this Section 10 shall not be affected by the existence or non-existence of any other similar agreement for anyone else, or by the Company's failure to fully enforce, or enforce at all, the terms of any other such agreement. The provisions of this Section 10 are in addition to and not in lieu of, and do not supersede, cancel or replace, (i) any agreement regarding non-solicitation or non-recruitment of customers, consultants or employees previously or subsequently signed by the Grantee, or (ii) any provisions of an existing agreement regarding any such subjects. Likewise, this Agreement does not alter or amend the terms of any existing agreement between the Company and the Grantee concerning employment, and such agreement shall not operate to preclude the enforcement (or cancel the terms) of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage case of any employee of Company to go to work for or with Employee for a period of one-year following conflict between the date of termination terms of this Agreement. In Agreement and the event terms of the violation of this Section 10any such agreement concerning employment, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance terms of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceable.agreement

Non-Solicitation. Without limiting As an ancillary covenant to the generality terms and conditions set forth in this Agreement, and in consideration of my employment with the foregoingCompany, Employee agrees that the mutual promises set forth in this Agreement and other good and valuable consideration received and to be received, including without limitation, the aforesaid consideration for my agreement to comply with this Clause 3.01.1, the receipt and sufficiency of which is hereby acknowledged by me, I have agreed and do hereby agree that, during my employment with the Company, and for a period of one (1) year following termination of my employment with the Applicable DateCompany and this Agreement, he I will not, without for myself, or on behalf of any other person, persons, firms, partnerships, companies or corporations in which I have had any direct or indirect contact through the prior written consent of Company: (i) accept employment from, solicit, divert or take away from the Company, the business of any person or business which is or was a customer of the Company (or any affiliate thereof) during the term of my employment with the Company or of any person or business to 2 which the Company (or any affiliate thereof) has made proposals during the twelve months immediately preceding the day of my termination of employment with the Company, whether or not such termination is voluntary or involuntary, (ii) own or participate in the creation of any entity engaged or planning to become engaged in the business of managing or supporting computer environments including help desk, systems support, network support, integration, training, consulting, servicing, supporting, or services competitive with those sold and furnished by the Company (the "Company's Business"), (iii) accept employment from a direct competitor, solicit for employment of business or accept any offer to act as agent, independent contractor or as partner with any person or business that engages in activity competitive to the Company's Business, of (iv) directly or indirectly solicit induce or attempt to solicit, within influence any full or part time employee of the Non-Compete Area, Company (or any business from affiliate thereof) to terminate his or her employment with the Company. Throughout this Agreement an "affiliate" of the Company shall mean any person or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit controlling, controlled by, or encourage any employee of Company to go to work for or under common control with Employee for a period of one-year following the date of termination of this AgreementCompany. In the event of the a violation of this Section 10covenant, the Company will Employer shall be entitled toentitled, in addition to any other remedies provided by in law or equity, to obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests covenant without expressed written consent of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableCompany management.

Non-Solicitation. Without limiting the generality In further consideration of the foregoingpayment by the Company to Executive of amounts that may hereafter be paid to Executive pursuant to this Agreement (including, Employee without limitation, pursuant to Sections 3 and 4 of this Agreement) and other obligations undertaken by the Company hereunder, Executive agrees that during his employment and the one-year period following termination of his employment for a period of one (1) year following the Applicable Dateany reason, he will shall not, without the prior written consent of the Company, directly or indirectly indirectly: (a) solicit, encourage or attempt to solicit or encourage any of the employees, agents, consultants or representatives of the Company or any of its affiliates to terminate his, her, or its relationship with the Company or such affiliate; (b) solicit, encourage or attempt to solicit or encourage any of the employees of the Company or any of its affiliates to become employees or consultants of any other person or entity; (c) solicit, encourage or attempt to solicit or encourage any of the consultants of the Company or any of its affiliates to become employees or consultants of any other person or entity, provided that the restriction in this clause (c) shall not apply if (i) such solicitation, encouragement or attempt to solicit or encourage is in connection with a business which is not a Competing Business and (ii) the consultant’s rendering of services for the other person or entity will not interfere with the consultant’s rendering of services to the Company; (d) solicit or attempt to solicitsolicit any customer, within the Non-Compete Area, any business from any person vendor or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers distributor of the Company or recruit any of its affiliates with respect to any product or hire any person who has been service being furnished, made, sold or is an employee of leased by the CompanyCompany or such affiliate, its parent, subsidiaries or affiliates during provided that the preceding one-year period from the date of termination of restriction in this Agreement. In addition, Employee agrees that he clause (d) shall not directly apply if such solicitation or indirectly attempt to solicit is (i) in connection with a business which is not a Competing Business and (ii) does not interfere with, or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10conflict with, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light Company or any of its affiliates; or (e) persuade or seek to persuade any customer of the consideration Company or any affiliate to cease to do business or to reduce the amount of business which any customer has customarily done or contemplates doing with the Company or such affiliate, whether or not the relationship between the Company or its affiliate and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid such customer was originally established in whole or in partpart through Executive’s efforts. For purposes of this Section 5.3 only, it will be limitedthe terms “customer,” “vendor” and “distributor” shall mean a customer, whether as to time, area covered, vendor or otherwise as and to distributor who has done business with the extent required for Company or any of its validity under affiliates within twelve months preceding the applicable law and as so limited, will be enforceabletermination of Executive’s employment.

Non-Solicitation. Without limiting the generality of the foregoing, Employee agrees that for (a) For a period of one [***] years commencing on the Initial Closing Date (1) year following the Applicable Date“Restricted Period”), he will Company Parent shall not, without the prior written consent and shall not permit any of the Companyits Affiliates to, directly or indirectly indirectly, solicit or attempt to solicit, within the Non-Compete Area, any business from any person or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers employee of the Company or recruit encourage any such employee to leave such employment except pursuant to a general solicitation which is not directed specifically to any such employees; for clarity, nothing in this Section 5.7(a) shall prevent Company Parent or hire any person who of its Affiliates from hiring any employee whose employment has been terminated by the Company or is an employee of Investor. (b) From the Company, its parent, subsidiaries or affiliates Agreement Date and continuing during the preceding one-year period from the date of termination of this Agreement. In additionRestricted Period, Employee agrees that he Investor and Investor Parent shall not, and shall not permit any of their Affiliates to, directly or indirectly indirectly, solicit or encourage any employee of Company Parent or its Affiliates (other than the Company) or encourage any such employee to go leave such employment except pursuant to work a general solicitation which is not directed specifically to any such employee employees; for clarity, nothing in this Section 5.7(b) shall prevent Investor or with Employee Investor Parent or any of their Affiliates from hiring any employee whose employment has been terminated by the Company Parent. (c) Company Parent acknowledges that a breach or threatened breach of Section 5.3, Section 5.6 or this Section 5.7 may give rise to irreparable harm to Investor, for which monetary damages may not be an adequate remedy, and hereby agrees that in the event of a period breach or a threatened breach by Company Parent of one-year following any such obligations, Investor 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). (d) Company Parent acknowledges that the date restrictions contained in this Section 5.7 are reasonable and necessary to protect the legitimate interests of termination of Investor and constitute a material inducement to Investor to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event of the violation of that any covenant contained in this Section 105.7 should ever be adjudicated to exceed the time, the Company will 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 entitled todeemed reformed, in addition such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 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 remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceablejurisdiction.

Non-Solicitation. Without limiting the generality of the foregoing, Employee agrees that for a period of one (1) year following the Applicable Date, he will You shall not, without the prior written consent of the Company, directly or indirectly solicit or attempt to solicit, within during the Non-Compete AreaPeriod, either directly or indirectly, and whether for yourself or on behalf of any business from other Person; (a) seek to persuade any person employee or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers consultant of the Company or recruit any member of the ABG Group to discontinue or hire diminish his or her status or employment therewith or seek to persuade any employee, former employee (who was employed by the Company or any member of the ABG Group at any time during the twelve (12)-month period prior to the termination of your employment with the Company and the ABG Group), or exclusive consultant of the Company or any member of the ABG Group to become employed or to provide consulting or contract services to a Competitor; (b) solicit, employ or engage, or cause to be solicited, employed, or engaged, any person who has been is or is an employee was employed by Company or any member of the Company, its parent, subsidiaries or affiliates ABG Group at any time during the preceding one-year twelve (12)-month period from prior to the date of termination of this Agreement. In additionyour employment with the Company and the ABG Group; or (c) solicit, Employee agrees encourage, or induce (i) any contractor, agent, client, customer, supplier, or the like of the Company or any member of the ABG Group to terminate or diminish its/his relationship with the Company or any member of the ABG Group, or to refrain from entering into a relationship with the Company or any member of the ABG Group, or (ii) any acquisition target, joint venture partner, or similar business relation to terminate or diminish its relationship with the Company or any member of the ABG Group, or to refrain from entering into a relationship with the Company or any member of the ABG Group, including, without limitation, any prospective target, partner or similar business relation with whom the Company (or any member of the ABG Group) has had active contact at any time during the twenty-four (24)-month period prior to the termination of your employment with the Company and the ABG Group; provided, however, that he the foregoing shall not directly or indirectly solicit or encourage prohibit the you from placing any employee of Company general advertisements for employees so long as such general advertisements are not directed to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event any employees of the violation Company or any member of the ABG Group (provided that you may not, during the time periods set forth in this Section 104, hire or engage any such Person who responds to such general advertisement) or from providing references for any current or former employees or consultants of the Company will be entitled to, in addition to or any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests member of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableABG Group.

Non-Solicitation. Without limiting (1) The Executive undertakes that during the generality of the foregoing, Employee agrees that Appointment and (subject to clause 8(2)) for a period of one (1) year 12 months following the Applicable Date, he will not, without the prior written consent termination of the Company, Appointment (the "Exclusion Period") he shall not whether on his own account or otherwise and whether directly or indirectly solicit or attempt to indirectly: (a) solicit, within the Non-Compete Areainterfere with, endeavour to entice away or induce to leave their employment any business from any person director or entity that the Company called upon, solicited, senior manager who is then or conducted business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of the Company, its parent, subsidiaries or affiliates during the preceding one-year period from was at the date of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any the Appointment an employee of or engaged by the Company or any other company within the Prudential Group and with whom the Executive ad business dealings during the course of his employment in the 12 month period immediately prior to go the termination of the Appointment. Nothing in this clause shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any company within the Prudential Group; or (b) solicit, interfere with or endeavour to work or actually entice away from the Company or any company within the Prudential Group business orders, or custom for products or with Employee for a period of one-year following services similar to those being provided by the Company or any company within the Prudential Group from any person, firm or corporation who was at the date of termination of the Appointment, or had been at any time within the year ending on that date, a customer or in the habit of doing business with the Company or any company in the Prudential Group and with whom the Executive was directly concerned in the twelve months before the termination of the Appointment. Nothing in this Agreementclause shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any company within the Prudential Group; or (c) carry on, set up, be employed, engaged or interested in a business anywhere in the UK, Europe, US or Asia which is or is about to be in competition with the business of the Company or any company within the Prudential Group as at the date of with which the Executive was actively involved during the 12 month period immediately prior to termination of the Appointment, including (but not limited to) the businesses of the companies listed in Schedule 1 (or such other companies as may, from time to time, carry on such businesses). In It is agreed that in the event that any such company ceases to be in competition with the Company and/or any company within the Prudential Group, this clause 8(1)(c) shall, with effect from that date, cease to apply in respect of such company. The provisions of this clause 8(1)(c) shall not, at any time following the termination of the violation Appointment, prevent the Executive from holding shares or other capital not amounting to more than 3% of this Section 10the total issued share capital of any company whether listed on a recognised stock exchange or not and, in addition, shall not prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any company within the Prudential Group. (2) The period during which the restrictions referred to in clause 8 shall apply following the termination of the Appointment shall be reduced by the period of notice actually served. The amount of time during which, if at all, the Company will be entitled tosuspends the Employee under the provision of clause 3(3), in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, shall also reduce the period during which the restrictions referred to in clause 8 shall apply. (3) The Executive acknowledges and agrees that: (a) each of time for this Paragraph will automatically be extended sub-clauses 8(1)(a) (b) and (c) hereof constitute an entirely separate and independent restriction on him; (b) the duration extent and application of each of the restrictions are no greater than is necessary for the period reasonable protection of time from which Employee began the proper interests of the Prudential Group; and (c) if any such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 restriction is necessary found by any court of competent jurisdiction to protect be void or unenforceable as going beyond what is reasonable in the circumstances for the protection of the interests of the Company, and that the restrictions contained herein are reasonable in light Prudential Group but would be valid if part of the consideration wording was deleted and/or the period thereof was reduced and/or the territory concerned was reduced the restriction shall apply within the jurisdiction of that court with such modifications as may be necessary to make it valid and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableeffective.

Non-Solicitation. Without limiting the generality of the foregoing, Employee agrees that for A. you shall not during your employment and during a period of one twelve (112) year following months from the Applicable Datedate on which notice of termination of your employment is given either on your own account or in conjunction with, he will notor on behalf of, without any other person solicit or entice away or endeavor to solicit or entice away or assist any other person, whether by means of the prior written consent supply of names or expressing views on suitability or otherwise howsoever to solicit or entice away, from the Group any individual:- a. who is an employee or director of any member of the Group (of Grades 1 to 4 in accordance with the Group’s internal grading structure or the equivalent category of employees under the Group’s internal grading structure as amended from time to time); or b. who is contracted to render services to the Company and/ or any member of the Group; and in either case with whom you have had business dealings during the twelve month period immediately preceding the termination of your employment with the Company, directly whether or indirectly solicit not any such person would commit a breach of contract by reason of his leaving service B. You shall not during your employment and during a period of six (6) months from the date on which notice of termination of your employment is given either on your own account or in conjunction with, or on behalf of, any other person solicit, interfere with or entice away or attempt to solicit, within the Non-Compete Area, any business from any person interfere with or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers of the Company or recruit or hire entice away any person who has been is a Restricted Client; and C. You shall not during your employment and during a period of six (6) months from the date on which notice of termination of your employment is given either on your own account or in conjunction with, or on behalf of, any other person have business dealings, directly or indirectly, with any person who is an employee a Restricted Client D. However, you are not prohibited by any of these restrictions from seeking or doing business with a Restricted Client that is not in direct or indirect competition with the Restricted Business For the purposes of paragraphs 1(B) to 1(D) above, Restricted Business means the activities of the Companyoperating division or company of the Group to which you are assigned and to whom you provide your services; and Restricted Client means any person, its parent, subsidiaries firm or affiliates during the preceding one-year period from company who or which on the date of termination of this Agreement. In addition, Employee agrees that he shall not directly your employment or indirectly solicit or encourage at any employee of Company time during the twelve-month period immediately prior to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event was a client or customer of the violation of this Section 10, the Company will be entitled to, Group in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests respect of the Company, Restricted Business and with whom or with which during that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceable.period you have had business dealings

Non-Solicitation. Without limiting (a) This Paragraph 3 shall apply to you at any time that you hold the generality title of the foregoingVice President or higher. (b) You agree that, Employee agrees that during your employment and for a period of one twelve (112) year following months from the Applicable Date, he date your employment terminates for any reason you will not, without the prior written consent of the CompanyCompany or your Employer: (i) solicit, directly or indirectly solicit indirectly, the employment of, (ii) hire or attempt to solicitemploy, (iii) recruit, or (iv) in any way assist another in soliciting or recruiting the employment of, or otherwise induce the termination of the employment of, any person who then or within the Non-Compete Area, any business from any person or entity that the Company called upon, solicited, or conducted business with as of the effective date of the termination, any persons or entities that have been customers preceding twelve (12) months was an Officer of the Company or recruit any of its Subsidiaries with whom you had material dealings or hire in respect of whom you have obtained Confidential Information about their skills, role, responsibilities, expertise or other Confidential Information or material non-public information relevant to their potential recruitment or engagement, in each case at any person who has been or is an employee of the Company, its parent, subsidiaries or affiliates time during the preceding one-year period Relevant Period (excluding, in each case, any such officer whose employment was involuntarily terminated); or (v) engage in the Solicitation of Business from any Client on behalf of any Person or entity other than the Company or any of its Subsidiaries. (c) “Solicitation of Business” means the attempt through direct or indirect contact by you or by any other Person with your assistance to induce a Client to: (i) transfer the Client’s business from the date Company or any of termination of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition its Subsidiaries to any other remedies provided by law person or equityentity; (ii) cease or curtail the Client’s business with the Company or any of its Subsidiaries; or (iii) divert a business opportunity from the Company or any of its Subsidiaries to any other Person. (d) “Officer” shall include any person holding a position title of Assistant Vice President or higher. Notwithstanding the foregoing, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically 3 shall be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable inapplicable following a Change in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableControl.

Non-Solicitation. Without limiting During the generality of Restriction Period, provided that there shall not have occurred and be continuing any material non-compliance by the foregoingCompany with its obligations under this Agreement, Employee agrees that for a period of one (1) year following the Applicable Date, he will Executive shall not, without the prior written consent of the Company, directly or indirectly solicit indirectly, for himself or attempt to on behalf of any person, firm or other entity, solicit, within the Non-Compete Area, any business from induce or encourage any person to leave her/his employment, agency or entity office with the DSG Entities. During the Restriction Period, provided that there shall not have occurred and be continuing any material non-compliance by the Company called uponwith its obligations under this Agreement, solicitedExecutive shall not, directly or conducted business with as indirectly, for himself or on behalf of any person, firm or other entity, hire or retain or participate in hiring or retaining any person who then is an employee of or agent for the effective date of the termination, any persons DSG Entities or entities that have been customers of the Company or recruit or hire any person who has been or is an employee of or agent for the CompanyDSG Entities at any time in the ninety (90) days prior to termination of Executive’s employment, unless the Company is informed and gives its parentapproval in writing prior to the hiring or retention. Given Executive’s office and his participation in the development, subsidiaries sales, marketing, servicing and provision of the DSG Entities’ Products, Systems and Services, Executive acknowledges that Executive has and will learn or affiliates develop Confidential Information relating to the development, sales, marketing, servicing or provision of the DSG Entities’ Products, Systems and Services, and the DSG Entities’ customers and prospective customers. Executive further acknowledges that the DSG Entities’ relationships with its customers have substantial value to the DSG Entities. Therefore, during the preceding oneRestriction Period, provided that there shall not have occurred and be continuing any material non-year period from compliance by the Company with its obligations under this Agreement, Executive shall not, directly or indirectly, for himself or on behalf of any person, firm or other entity, solicit or sell, attempt to sell, or supervise, participate in, or assist the sale or solicitation of Competitive Products and Systems to any person, firm or other entity to which the DSG Entities sold any of the DSG Entities’ Products, Systems and Services during the last two (2) years of Executive’s employment with the Company prior to the effective date of termination termination. However, this Section 7(c) shall not prohibit the solicitation of any actual or potential customer of the DSG Entities which does not fall within the preceding description. This Section 7(c) is independent of the obligations of confidentiality under this Agreement and the non-compete provisions of this Agreement. In addition, Employee agrees that he shall not directly or indirectly solicit or encourage any employee of Company to go to work for or with Employee for a period of one-year following the date of termination of this Agreement. In the event of the violation of this Section 10, the Company will be entitled to, in addition to any other remedies provided by law or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceable.

Non-Solicitation. Without limiting During the generality of Restricted Period, the foregoing, Employee agrees that for a period of one (1) year following the Applicable Date, he will Executive shall not, without the prior express written consent of the CompanyBoards of each of the Companies, directly or indirectly solicit indirectly, as an individual or attempt to on behalf of any other individual, corporation, partnership, firm, other company, business organization, or entity, or in any other capacity: (i) call upon, solicit, within contact, or service any customer, client, or potential customer or client of any of the Non-Compete Area, any business from any person or entity Companies that the Company Executive called upon, solicited, contacted, or conducted business with as serviced for any of the effective date Companies; (ii) call upon, solicit, contact, or service any individual, corporation, partnership, other company, or business of which the Executive became aware through any of the termination, Companies for any persons purpose or entities that have been customers interest competing with any of the Company Companies; (iii) call upon, solicit, contact, or recruit service any person or hire entity who is or was during the Executive's Employment Term a vendor or supplier of or for any of the Companies; or (iv) solicit for employment, endeavor to entice away from any of the Companies, recruit, hire, or otherwise interfere with any of the Companies' relationship with any person who has been is employed by or is an employee otherwise engaged to perform services for any of the CompanyCompanies (including, its parentbut not limited to, subsidiaries any independent sales representatives or affiliates organizations). The Executive's obligations set forth in this Section 8 and each of the Companies' rights and remedies with respect thereto, whether legal or equitable, shall remain in full force and effect during the preceding one-year period from Restricted Period, notwithstanding any prior termination or resignation of the date Executive or any other prior termination of this Agreement for any reason. The express provisions of this Section 8 shall survive termination of this Agreement. In additionNotwithstanding the preceding sentence, Employee agrees that he shall not directly or indirectly solicit or encourage any employee if a) the Companies materially breach this Agreement (and fail to remedy such breach within thirty (30) days of Company receipt of written notice from the Executive) and fail to go continue to work for or with Employee for a period of one-year following pay in the date of termination of this Agreement. In ordinary course the event compensation due to the Executive until the expiration of the violation Employment Term; or b) if the Companies or Fortune Diversified Industries, Inc. cease to engage in the professional employment organization business or the human resources consulting business in the states of Indiana or Ohio, this Section 10, the Company will be entitled to, in addition to any other remedies provided by law 8 shall terminate and shall have no further force or equity, obtain injunctive relief and the specific performance of this covenant. Should Employee violate this Section 10, the period of time for this Paragraph will automatically be extended for the period of time from which Employee began such violation until he permanently ceases such violation. The Employee acknowledges that this Section 10 is necessary to protect the interests of the Company, and that the restrictions contained herein are reasonable in light of the consideration and other value the Employee has accepted pursuant to this Agreement. If any provision of this covenant is invalid in whole or in part, it will be limited, whether as to time, area covered, or otherwise as and to the extent required for its validity under the applicable law and as so limited, will be enforceableeffect.