Common use of Noncompetition and Nonsolicitation Clause in Contracts

Noncompetition and Nonsolicitation. (a) Each Selling Party understands and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) will not, directly or indirectly, disclose any Proprietary Information to any third party or use any Proprietary Information in any way and (iii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands The Stockholders understand that violation by the Stockholders of the following provisions would result in irreparable harm to Buyer. Therefore, until the fifth anniversary of the date hereof (such five-year period, the "Restricted Period"), the Stockholders agree that they will not, and acknowledges that such Selling Party has had access will cause their Affiliates not to, (1) offer or sell or attempt to and has learned offer or sell any soft serve or hard pack frozen yogurt or ice cream products or frozen novelties to [REDACTED] or any other franchisee, licensee or non-traditional customers of the Included Franchise Business as of the date hereof, (a2) information proprietary use, for any business purpose detrimental to the Company with respect Buyer and the Included Franchise Business, the customer list and location specific historical sales volume information relating to the Business Included Franchise Business, which shall be the property of Buyer, (3) hire, solicit, or entice away any Person who, as of the date hereof and after giving effect to the Closing under the Purchase Agreement, is an employee or consultant of any of Buyer or its Affiliates or otherwise provides services to any of Buyer or its Affiliates (other than the Stockholders and their Affiliates) for any reason, and (4) attempt to persuade any such employee or consultant to terminate or refrain from engaging in his or her employment or other service relationship for any reason or otherwise interfere with any of Buyer's or its Affiliates' relationship with any such employees or consultants; except that nothing herein shall restrict the Stockholders and their Affiliates from offering employment to or hiring [REDACTED]. Each Stockholder further agrees that it will not, and will cause its Affiliates not to, disparage any of Buyer or its Affiliates. For purposes of this provision, the term "disparage" includes making comments or statements by or on behalf of the Stockholders to third parties, including the press, media or to any customer, prospective customer or any other Person with whom any of Buyer and its Affiliates has or is seeking a business or relationship, that is intended to have a material adverse impact on the business or business reputation of the Included Franchise Business. (b) other information proprietary Buyer understands that violation by the Buyer of the following provisions would result in irreparable harm to the CompanyStockholders. Therefore, during the Restricted Period, Buyer agrees that it will not, and will cause its Affiliates not to, directly or indirectly, for itself or on behalf of any other Person, (1) offer or sell or attempt to offer or sell any soft serve or hard pack frozen yogurt or ice cream products or frozen novelties to [REDACTED], (2) hire, solicit, or entice away any Person who, as of the date hereof, is an employee, consultant, supplier or customer of any of the Stockholders or their Affiliates or otherwise provides services to any of the Stockholders or their Affiliates for any reason, and (3) attempt to take away, interfere with, persuade or take any action which could have the effect of interfering, taking away or persuading, any such Person referenced in clause (2) to reduce, redirect, terminate, refrain from engaging in or otherwise adversely affecting such Person's business or other relationship with any of the Stockholders' or their Affiliates' relationship with any such Person; except that nothing herein shall restrict Buyer and its Affiliates from offering employment to or hiring [REDACTED]. Buyer also acknowledges and agrees that it has reviewed the agreements set forth on Schedule A hereto, and will not, and will cause its Affiliates not to, take any action (including, without limitation, trade secretsopening any franchise or other stores or granting any master franchise, processesarea development of other rights) which, patent and trademark applicationsif taken by any of the Stockholders or their Affiliates, product developmentcould reasonably result in a breach or violation of, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect or liability to the Business (collectivelyStockholders or their Affiliates under, “Proprietary Information”)any such agreement. Each Selling Party Buyer further agrees that, from and after the Closing for a period of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) that it will not, directly and will cause its Affiliates not to, disparage any of the Stockholders or indirectlytheir Affiliates. For purposes of this provision, disclose any Proprietary Information the term "disparage" includes making comments or statements by or on behalf of the Buyer to third parties, including the press, media or to any third party customer, prospective customer or use any Proprietary Information in other Person with whom any way and (iii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees thatStockholders and their Affiliates has or is seeking a business or relationship, from that is intended to have a material adverse impact on the business or business reputation of any of the Stockholders and after the Closing for a period their Affiliates. For avoidance of two (2) years after the Closing Datedoubt, Affiliates of Buyer shall include, without limitation, each such Selling Party shall notof ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ and their spouses, directly children and other family members and any officers or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship directors of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminatedBuyer. (c) Notwithstanding anything to the contrary contained herein, Nothing in the event a Selling Party violates this Agreement shall prevent any of its obligations under this Section 7.5the Stockholders, Parent Buyer or their respective Affiliates from owning less than 1% of the Company may proceed against such Selling Party publicly traded stock of any other Person whether or not in law competition with the other party; provided that Buyer, the Stockholders or in equity for such damages their respective Affiliates, as applicable, shall have no special voting rights, board representation or other relief oversight or information rights with respect to such Person (except as a court may deem appropriate. Each Selling Party acknowledges that a violation generally available to all stockholders of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencyPerson).

Noncompetition and Nonsolicitation. (a) Each Selling Party understands During the Term and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after 9 months thereafter, the Closing Date, such Selling Party Executive (i) will keep confidential all Proprietary Information, (ii) will not, directly or indirectly, disclose any Proprietary Information to any third party whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or use any Proprietary Information otherwise, engage, participate, assist or invest in any way Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Employer); and (iii) will not, directly refrain from soliciting or indirectly, misuse, misappropriate encouraging any customer or exploit any Proprietary Information in any waysupplier to terminate or otherwise modify adversely its business relationship with the Employer. The Executive understands that the restrictions contained set forth in this Section 7.5(a8(d) shall not apply are intended to any information which (x) is at protect the Closing or thereafter becomes available to the public other than as a result Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such eventthis Agreement, the Selling Party making such disclosure term “Competing Business” shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each mean any of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for following: a period of two (2) years after the Closing Date, each such Selling Party shall not, directly media company that publishes technology-related content or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that ifoperates technology-related events and, in any action before any court case, derives its revenue from selling products and services similar to products and services offered by the Employer to customers and prospects similar to Employer’s own customers and prospects. The Executive acknowledges that the following specific companies are considered competitors of Employer; CNet (CBS Interactive), IDG, United Business Media, Ziff ▇▇▇▇▇, PennWell, JupiterMedia, 101 Communications, Penton Media, IT Toolbox, CRMGuru, NewsFactor, Sys-Con, Fawcete, Digital Consulting, Byte & Switch, Haymarket Media/West Coast Publishing, SANS Institute, Computer Security Institute, ▇▇▇▇ Expo, Netline, ▇▇▇▇▇▇, Ziff ▇▇▇▇▇ Enterprise Media, and MIS Training Institute. The Executive further acknowledges that the specific companies mentioned as competitors create only a limited list of potential competitors and that other companies or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found entities maybe deemed to be unreasonable competitors based on the nature of their products and for that reason unenforceableservices and how they compete in the marketplace against Employer’s customers and prospects. At the Executive’s request, then such termEmployer will update the listing of specific companies mentioned above. Notwithstanding the foregoing, restriction, covenant the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencyis affiliated with a Competing Business.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands and acknowledges Seller hereby agrees that such Selling Party has had access to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five beginning on the Closing Date and ending three (53) years after the Closing Date, such Selling Party Seller will not, and will cause its Affiliates not to, at any time directly or indirectly (other than ownership as a passive investor of less than 2% of the voting stock of a company listed on a national stock exchange): (i) will keep confidential all Proprietary Informationown, manage, operate, finance, control, act as consultant to or participate in the ownership, management, operation, financing, or control of, or otherwise have an interest in any business that competes, or has the intention of using such Seller or such Affiliate to compete, anywhere in the world, with the Business; (ii) will not, directly sell or indirectly, disclose solicit the sale of any Proprietary Information product or service of any Person in existence or under development that competes with or is intended to compete with any third party products or use any Proprietary Information services of the Business anywhere in any way and the world; and (iii) will notwhether for such Seller’s or its Affiliate’s own account or for the account of any other Person, directly intentionally interfere with the relationship of the Company with, or indirectlyendeavor to entice away from any of them, misuseany Person or entity who, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply during the period of twelve months prior to any information which (x) is at the Closing Date, is or thereafter becomes available to the public other than as was a result of a disclosurecustomer, directly supplier, vendor or indirectlyclient of, by a Selling Party, or (y) and who is required to be disclosed by applicable requirements of law; provided, that, engaged in such eventongoing business with, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosurethe Business. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further Seller hereby agrees that, from and after the Closing that for a period of two (2) years after from the Closing Date, each such Selling Party shall Seller will not, and will cause its Affiliates not to, at any time except as expressly permitted by Buyer or its successors or assigns in advance in writing, directly or indirectly: (a) deliberately take , solicit any action that would interfere with (i) employee of any contractual or customer relationship Acquired Company as of the Company or its Affiliates in respect of Closing Date (the Business or (ii“Restricted Persons”) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company Buyer or any of its Affiliates or hire any employee of the Company during employment of such employee by the Company Restricted Person, or its Affiliatesattempt to hire any Restricted Person in any capacity; provided, however, that an employee that, the foregoing shall be deemed not to have been solicited if prohibit (i) such employee responded to a general solicitation to the public by general advertising or similar methods of solicitation (including by search firms) not targeted to such employeespecifically directed at the Restricted Persons, or (ii) such the hiring or solicitation does not occur until at least ninety (90) days after such employee’s employment of any Restricted Person who has been terminatedceased to be employed by, or provide services to, Buyer or its Affiliates. (c) Notwithstanding anything to the contrary contained hereinIf it is judicially determined, in the event a Selling Party violates final, non-appealable judgment, that a Seller or any of its Affiliates has violated any of such Seller’s obligations under this Section 7.5hereunder, Parent or then the Company may proceed against period of the covenants contained herein automatically will be extended by a period of time equal in length to the period during which such Selling Party in law or in equity for such damages or other relief as a court may deem appropriateviolation(s) occurred. Each Selling Party Seller acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event Buyer’s remedies at law for any breach of any actual or threatened violation of this Section 7.5such Seller’s obligations hereunder would be inadequate, Parent or the Company shall be entitledand agree and consent that, in addition to any other remedies that it may haverelief available to Buyer at law or in equity, to a temporary restraining order and to preliminary and final permanent injunctive relief against may be granted in a Selling Party proceeding brought to prevent enforce any violations of this Section 7.5, provision hereof without the necessity of proof of actual damage or the posting of a bondbond or other security. The prevailing party foregoing will not in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and way relieve Buyer of the burden of proving that a breach by the Sellers of their respective obligations hereunder occurred. If a court costs. It is of competent jurisdiction finds the intent and understanding of each party hereto that if, in any action before any court time limits or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found geographic provisions hereof to be unreasonable and for that reason so burdensome as to be unenforceable, then the time and/or geographic limitations will be reduced to such term, restriction, covenant or promise shall be deemed modified to the extent as is necessary to make it enforceable by such enable the court or agencyto enforce the intention of the restrictive covenants contained herein.

Noncompetition and Nonsolicitation. As an inducement for the Buyer to enter into this Agreement and as additional consideration for the consideration to be paid to the Buyer under this Agreement, each of the Seller and the Guarantor agrees that: (a) Each Selling Party understands and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for For a period of five three (53) years after the Closing Date, such Selling Party Closing: (i) will keep confidential all Proprietary Information, (ii) will notNeither the Seller nor the Guarantor will, directly or indirectly, disclose any Proprietary Information to any third party engage or use any Proprietary Information invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, associated with or in any way and (iii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Partymanner connected with, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent render services or the Company to seek a protective order advice or other appropriate remedy with respect aid to, or guarantee any obligation of, any Person engaged in or planning to such disclosure. (b) Each of the Selling Parties set forth become engaged in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company other business whose products or its Affiliates activities compete in whole or in part with its respective employees in respect of the Business or (b) solicit anywhere in the services United States of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its AffiliatesAmerica; provided, however, that an employee shall be deemed either of the Seller or the Guarantor may purchase or otherwise acquire up to (but not to more than) one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been solicited if (iregistered under Section 12(g) such employee responded of the Securities Exchange Act of 1934, as amended. Each of the Seller and the Guarantor agrees that this covenant is reasonable with respect to a general solicitation not targeted to such employeeits duration, or geographical area and scope. (ii) Neither the Seller nor the Guarantor will, for a period of eighteen (18) months following the Closing Date, without the prior written consent of the Buyer, either alone or in conjunction with any other Person, directly or indirectly, or through its present or future Affiliates, solicit (other than a solicitation by general advertisement) any person who is an employee of the Buyer or any of its Affiliates, at Closing Date, to terminate his or her employment with the Buyer or such solicitation does not occur until at least ninety Affiliate. (90b) days after In the event of a breach by either of the Seller or the Guarantor of any covenant set forth in the foregoing Section 5.6(a), the term of such employee’s employment has been terminatedcovenant will be extended by the period of the duration of such breach. (c) Notwithstanding anything to Each of the contrary contained herein, in Seller and the event a Selling Party violates Guarantor agrees that any of its obligations under this Section 7.5, Parent remedy at law for any breach by either the Seller or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation Guarantor of this Section 7.5 5.6 would cause Parent be inadequate, and that the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also Buyer would be entitled to receive reasonable attorneys’ fees injunctive relief in such a case. If it is ever held that this restriction on the Seller or the Guarantor is too onerous and court costs. It is not necessary for the intent protection of the Buyer, the Seller and understanding of each party hereto the Guarantor agree that if, in any action before any court of competent jurisdiction may impose such lesser restrictions which such court may consider to be necessary or agency legally empowered appropriate properly to enforce this Section 7.5, any term, restriction, covenant or promise protect the Buyer. (d) Notwithstanding anything set forth in this Section 7.5 is found to be unreasonable Agreement, the Buyer acknowledges and agrees that the Seller, the Guarantor or any of their Affiliates may (i) at any time, produce any products that compete in whole or in part with the Business for that reason unenforceableuse by the Seller, then such term, restriction, covenant the Guarantor or promise shall be deemed modified to any of their Affiliates as components of or as a source of supply for or in connection with their respective businesses and (ii) sell their remaining inventory of PC Strand products and the extent necessary to make it enforceable by such court or agencySteeltex Inventory.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands The Sellers acknowledge that in consideration of the payment of the Consideration, Buyer is purchasing the business, including complete ownership and acknowledges control of such business, which includes the inherent goodwill related thereto of the Companies. Therefore, the Sellers agree that for a period commencing upon the Closing Date and ending upon the six month anniversary thereof, the Sellers will not and will not permit any Affiliate, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business or activity that is in competition in any manner whatsoever with the gas transmission, gathering, producer services or processing business of the Companies or Buyer at the date hereof within the geographical locations listed on Schedule 6.9 hereto (the “Restricted Territory”), provided, however that the Sellers may continue through the ownership of the Retained Subsidiaries to operate any assets owned by, or engage in the gas transmission, gathering, producer services or processing business of the Companies or Buyer through, such Selling Party has had access to and has learned (a) information proprietary to Retained Subsidiaries as of the Company with respect to the Business and Closing Date. (b) other information proprietary From the six month anniversary of the Closing Date through the third anniversary of the Closing Date, the Sellers shall remain subject to the Companyrestrictions of Section 6.9(a), including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect but in addition to the Business (collectivelyexemptions permitted by Section 6.9(a), “Proprietary Information”). Each Selling Party agrees thatthe Sellers and/or the Retained Subsidiaries may acquire, from and after the Closing for a period of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) will not, either directly or indirectly, disclose any Proprietary Information to any third party assets or use any Proprietary Information in any way and (iii) will notcontracts, directly or indirectlyentities owning assets or contracts, misuse, misappropriate located within or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available relating to the public other than as a result of a disclosureRestricted Territory and related to the gas transmission, directly gathering, producer services or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each processing business of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly Companies or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its AffiliatesBuyer; provided, however, that an employee the Sellers and/or the Retained Subsidiaries shall be deemed prohibited from the use of such assets or contracts in competition with Buyer in the gas transmission, gathering, producer services or processing business only within, but not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employeeoutside of, or (ii) such solicitation does not occur the Restricted Territory until at least ninety (90) days after such employee’s employment has been terminatedthe third anniversary of the Closing Date. (c) Notwithstanding anything The Sellers represent to Buyer that the enforcement of the restriction contained in Section 6.9(a) and (b) would not be unduly burdensome to the contrary contained hereinSellers and that in order to induce Buyer to enter into this Agreement, the Sellers further represent and acknowledge that each of them is willing and able to compete in areas other than the Restricted Territory. (d) The Sellers agree that a breach or violation of this covenant not to compete by the Sellers shall entitle Buyer, as a matter of right, to an injunction issued by any court of competent jurisdiction, restraining any further or continued breach or violation of this covenant. Such right to an injunction shall be cumulative and in addition to, and not in lieu of, any other remedies to which Buyer may show itself justly entitled. Further, during any period in which either Seller is in breach of this covenant not to compete, the time period of this covenant shall be extended for an amount of time that such Seller is in breach hereof. (e) In the event that Sellers, during the period commencing on the Closing Date and ending on the eighteen month anniversary of the Closing Date, desires to sell or exchange (a Selling Party violates any “Disposition”) assets or contracts, or entities owning assets or contracts, located within or relating to the counties or parishes which are or were part of the Restricted Territory, Sellers shall have no right to make such Disposition without first giving notice to Buyer of its obligations desire to make such Disposition. If the Sellers either have a bona fide offer from a third party for such Disposition or desire to solicit offers from third parties for such Disposition, the notice shall contain a sufficient description of the applicable assets, business plans, historical and future financial data to allow Buyer to make a bona fide offer. Buyer may exercise its rights under this Section 7.5, Parent or 6.9(e) by delivering written notice within ten (10) Business Days of its receipt of the Company may proceed against notice of intent to make the Disposition sent by Sellers. The failure of Buyer to exercise such Selling Party in law or in equity for right within such damages or other relief ten (10) Business Day period shall be regarded as a court may deem appropriatewaiver of its right to acquire the assets or contracts, or entities covered by the Disposition Notice. Each Selling Party acknowledges that If Sellers do not complete the Disposition within a violation period of six (6) months after the initial notice from Sellers to Buyer, Sellers shall be required to again comply with the provisions of this Section 7.5 would cause Parent 6.9(e) before making a Disposition. (f) In addition to the restrictions set forth in Section 6.9(a) and (b), each Seller shall not nor will it permit any Affiliate, for a period commencing upon the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in Closing Date and ending upon the event third anniversary thereof, either directly or indirectly, (i) make known to any person the names and addresses of any actual of the customers of the Companies or threatened violation contacts of this Section 7.5the Companies within the industry or any other information pertaining to such customers or contacts or (ii) call on, Parent solicit, or take away, or attempt to call on, solicit, or take away, any of the Company customers of the Companies provided, however, such Sellers shall be entitledpermitted to solicit or attempt to solicit such customers for business outside the Restricted Territory. In addition, in addition for a period commencing upon the Closing Date and ending eighteen months thereafter, each Seller shall not nor will it permit any Affiliate to other remedies that it may haverecruit or hire or attempt to recruit or hire, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court directly or agency legally empowered to enforce this Section 7.5by assisting others, any term, restriction, covenant or promise employee of any Company while they are employed by such Company. (g) The representations and covenants contained in this Section 7.5 is found 6.9 on the part of the Sellers will be construed as ancillary to and independent of any other provision of this Agreement, and the existence of any claim or cause of action of the Sellers against Buyer or any officer, director, or shareholder of Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of the covenants of the Sellers contained in this Section 6.9. (h) If either Seller violates any covenant contained in this Section 6.9 and Buyer brings legal action for injunctive or other relief, Buyer shall not, as a result of the time involved in obtaining the relief, be unreasonable and for that reason unenforceabledeprived of the benefit of the full period of any such covenant. Accordingly, then such term, restriction, covenant or promise the covenants of the Seller contained in this Section 6.9 shall be deemed modified to have durations as specified above, which periods shall commence upon the later of (i) the Closing Date and (ii) the date of entry by a court of competent jurisdiction of a final judgment enforcing the covenants of the Sellers in this Section 6.9. (i) The parties to this Agreement agree that the limitations contained in this Section 6.9 with respect to time, geographical area, and scope of activity are reasonable. However, if any court shall determine that the time, geographical area, or scope of activity of any restriction contained in this Section is unenforceable, it is the intention of the parties that such restrictive covenant set forth herein shall not thereby be terminated but shall be deemed amended to the extent necessary required to make render it enforceable valid and enforceable. (j) The covenants of the Sellers contained in this Section may be assigned by Buyer to any person to whom the business of the Companies is transferred substantially as an entirety, it being the intention of the parties hereto that such court covenants shall inure to the benefit of any successor to the business and assets of the Companies, with the same force and effect as if such covenants had been made directly to such successor or agencysuccessors.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands and Executive acknowledges that such Selling Party in the course of his employment with the Company he has had access to become familiar with the Company's and has learned (a) its Affiliates' trade secrets and with other confidential information proprietary concerning the Company and that his services were of special, unique and extraordinary value to the Company with respect to the Business and (b) other information proprietary to the Companyits Affiliates. Therefore, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party Executive agrees that, from and after until the Closing for a period later of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, one year after the last day that Executive serves the Company as a special advisor or director (if he serves in either of such capacities) or (ii) will notMay 15, 2000 (the "Noncompete Period"), he shall not directly or indirectlyindirectly own, disclose any Proprietary Information to any third party manage, control, participate in, consult with, render services for, or use any Proprietary Information in any way and (iii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information manner engage in any way. The restrictions contained business competing with the business of the Company and its Subsidiaries or any businesses with which the Company or its Subsidiaries have firm plans to engage in on the date of this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of lawAgreement; provided, thathowever, that Executive may perform services for American Express and its affiliates in accordance with past practice; provided, further, that in no event will such event, services be performed in connection with American Express and its affiliates' leisure travel services businesses (consumer or wholesale) in existence during the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosureNoncompete Period. (b) Each of During the Selling Parties set forth in Schedule 7.5(b) further agrees that, from Noncompete Period and after the Closing for a period of two one (21) years after the Closing Dateyear thereafter, each such Selling Party Executive shall not, not directly or indirectly: (a) deliberately take any action that would interfere with indirectly through another entity (i) induce or attempt to induce any contractual or customer relationship senior management employee of the Company or its Affiliates in respect any Subsidiary or, to the actual knowledge of the Business or (ii) Executive, any relationship other employee of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause any Subsidiary to leave the employ of the Company or such Subsidiary, or in any of its Affiliates way interfere with the relationship between the Company or any Subsidiary and any employee thereof or (II) induce or attempt to induce any customer, supplier, vendor, licensee or other business relation of the Company during employment of or any Subsidiary to cease doing business with the Company or such employee by Subsidiary, or to modify its business relationship with the Company in a manner adverse to the Company or any Subsidiary or in any way disparage the Company or its Affiliates; providedSubsidiaries to any such customer, howeversupplier, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employeevendor, licensee or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminatedbusiness relation of the Company or any Subsidiary. (c) Notwithstanding anything If, at the time of enforcement of Section 1.11 or 1.12 of this Agreement, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the contrary restrictions contained hereinherein to cover the maximum duration, scope and area permitted by law. Because Executive's services are unique and because Executive has access to Confidential Information, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Agreement. Therefore, in the event a Selling Party violates any breach or threatened breach of its obligations under this Section 7.5Agreement, Parent or the Company may proceed against such Selling Party in law or in equity for such damages its successors or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitledassigns may, in addition to other rights and remedies that it may haveexisting in their favor, apply to a temporary restraining any court of competent jurisdiction for specific performance and/or injunctive or other relief in order and to preliminary and final injunctive relief against a Selling Party to enforce, or prevent any violations of this Section 7.5of, the provisions hereof (without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court bond or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencyother security).

Noncompetition and Nonsolicitation. The Selling Stockholders each acknowledge that but for their agreement to be bound by the terms of this Section 5.9, Purchaser would not consummate the transactions contemplated by this Agreement. From the date hereof until the fifth (5th) anniversary of the Closing Date (unless otherwise provided), each Selling Stockholder agrees that it will not: (a) Each Selling Party understands and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to enter into competition with the Company with respect or Purchaser, or its subsidiaries by establishing a remote alarm system monitoring center providing monitoring services to any location within twenty five (25) miles of any location where the Business and Company, Purchaser or its subsidiaries provide such services; (b) other information proprietary provide, or solicit any Dealer or Subscriber for the purposes of providing, any services similar to those third party monitoring services provided by the Company, includingPurchaser or its subsidiaries, without limitation, trade secrets, processes, patent and trademark applications, product development, price, either directly or through any other person or entity. (c) reveal the customer and supply lists, pricing and marketing plans, policies and strategies, details list of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect the Company to the Business any person; (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing d) for a period of five two (52) years after from the Closing Date, employ any employee of the Company, Purchaser or its subsidiaries or solicit or encourage any such employee to terminate his or her employment with any of the foregoing, provided, however, that if the Company or Purchaser shall terminate an employee, the Selling Party Stockholders may solicit and/or hire said employee at any time after such termination; or (ie) will keep confidential all Proprietary Informationfor so long as the Company is engaged in the third party Monitoring Business, take any other action which is intended to, or which would reasonably be expected to: (ii1) will notadversely affect the Company's, Purchaser's, or its subsidiaries' interest in any third party monitoring Contract; (2) adversely affect the Company's, Purchaser's, or its subsidiaries' contractual relationship with any Dealer; or (3) discourage any Dealer or supplier from continuing its business relationship with the Company, Purchaser, or its subsidiaries after the Closing Date on the same terms as were maintained prior to the Closing Date. For purposes of this paragraph 5.9, the term "Selling Stockholder" shall also include any corporation, partnership or other business entity in which a Selling Stockholder now or in the future owns, directly or indirectly, disclose a controlling equity interest, and the parents, spouse, children, brothers and/or sisters of a Selling Stockholder, or any Proprietary Information to entity in which any third party or use any Proprietary Information in any way and (iii) will notof them own, directly or indirectly, misusea controlling interest. Notwithstanding any other provision of this Agreement, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in each Selling Stockholder agrees that money damages would not be a sufficient remedy for breach of this Section 7.5(a) 5.9 and that Purchaser shall not apply be entitled to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosurespecific performance, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order injunctive relief or other appropriate remedy with respect to such disclosure. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other equitable relief as a court may deem appropriate. Each Selling Party acknowledges that a violation remedy for breach of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency5.9.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands During the Term and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after 6 months thereafter, the Closing Date, such Selling Party Executive (i) will keep confidential all Proprietary Information, (ii) will not, directly or indirectly, disclose any Proprietary Information to any third party whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or use any Proprietary Information otherwise, engage, participate, assist or invest in any way Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive's employment with the Employer); and (iii) will not, directly refrain from soliciting or indirectly, misuse, misappropriate encouraging any customer or exploit any Proprietary Information in any waysupplier to terminate or otherwise modify adversely its business relationship with the Employer. The Executive understands that the restrictions contained set forth in this Section 7.5(a8(d) shall not apply are intended to any information which (x) is at protect the Closing or thereafter becomes available to the public other than as a result Employer's interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such eventthis Agreement, the Selling Party making such disclosure term "Competing Business" shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each mean any of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for following: a period of two (2) years after the Closing Date, each such Selling Party shall not, directly media company that publishes technology-related content or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that ifoperates technology-related events and, in any action before any court case, derives its revenue from selling products and services similar to products and services offered by the Employer to customers and prospects similar to Employer's own customers and prospects. The Executive acknowledges that the following specific companies are considered competitors of Employer; CNET, IDG, Accela Communications, CMP, Ziff ▇▇▇▇▇, PennWell, JupiterMedia, 101 Communications, Penton Media, IT Toolbox. CRMGuru, NewsFactor, Sys-Con, Fawcete, Digital Consulting, Byte & Switch, Haymarket Media/West Coast Publishing, SANS Institute, Computer Security Institute, ▇▇▇▇ Expo and MIS Training Institute. The Executive further acknowledges that the specific companies mentioned as competitors create only a limited list of potential competitors and that other companies or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found entities maybe deemed to be unreasonable competitors based on the nature of their products and for that reason unenforceableservices and how they compete in the marketplace against Employer's customers and prospects. At the Executive's request, then such termEmployer will update the listing of specific companies mentioned above. Notwithstanding the foregoing, restriction, covenant the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencyis affiliated with a Competing Business.

Noncompetition and Nonsolicitation. During the period beginning on the Closing Date and ending on the*******************thereof, neither the Seller nor any of its Affiliates shall engage in the Institutional Trust and Custody Business. During the period beginning on the Closing Date and ending on the*******************thereof, neither the Seller nor any of its Affiliates shall solicit any customers of the Business set forth on the Schedule of 1997 Noninterest Income, the Preliminary Schedule of Noninterest Income or Final Schedule of Noninterest Income, in each case, for the provision of Institutional Trust and Custody Business services. Notwithstanding the foregoing, however, the agreement of the Seller not to engage in the Institutional Trust and Custody Business in the United States for a period of **************after the Closing Date shall not apply to (a) Each Selling Party understands and acknowledges any institution that acquires the Seller or any of Seller's Affiliates; (b) any institution resulting from any merger of the Seller or any of Seller's Affiliates with or into any institution or (c) any institution that is acquired by the Seller or any of Seller's Affiliates; provided, however, that such Selling Party has had access institution that acquires, merges with, or is acquired by the Seller shall not, during such ****************, solicit nor bid for the business of any Original Clients for the provision of Institutional Trust and Custody Services; provided, further, however, that such institution shall be permitted to and has learned (a) information proprietary engage in general marketing campaigns not specifically targeted to the Company Original Clients with respect to the Business provision of Institutional Trust and (b) other information proprietary to Custody services. Notwithstanding the Companyforegoing, includingnothing in this Section 12.7 shall prohibit the Seller or its Affiliates from engaging in the Excluded Businesses. During the period beginning on the Closing Date or applicable Transfer Date, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectivelyOffered Employees, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after on the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) will not, directly or indirectly, disclose any Proprietary Information to any third party or use any Proprietary Information in any way and (iii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to other employees of Buyer, and ending on the********************from such disclosure. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees thatforegoing applicable dates, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or neither Seller nor any of its Affiliates shall solicit any employee of the Company Offered Employees or any of Buyer's other employees who remain employed by CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. Buyer during such time, as the case may be, to accept employment with Seller or any of such employee by the Company or its Affiliates; provided, however, that after the Closing Date, Seller shall be permitted to solicit for employment any Transferred Employee who shall be terminated by Buyer; provided, further, however, that, from and after the date of hire by Seller pursuant to this Section 12.7, Buyer shall have no obligation to pay separation benefits to any Transferred Employee pursuant to Section 8.4(b) who shall be terminated by Buyer and who shall become an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminatedof Seller. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands For a period commencing on the Closing Date and acknowledges ending on the third (3rd) anniversary of the Closing Date (the “Restricted Period”), Sellers and Seller Parent covenant and agree that such Selling Party has had access to and has learned they shall not directly or indirectly (aA) information proprietary engage in or assist others in engaging in a Competitive Business anywhere in the United States (subject to the Company with respect to last sentence of this Section 5.9, the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary InformationTerritory”). Each Selling Party agrees that, from and after the Closing for a period of five ; or (5B) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) will not, have an interest in any Person engaged directly or indirectly, disclose any Proprietary Information to any third party or use any Proprietary Information indirectly in a Competitive Business anywhere in the Territory in any way and (iii) will notcapacity, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than including as a result of a disclosurepartner, directly owner, member, employee, principal, agent, trustee, financing source, advisor or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosureconsultant. (b) Each of During the Selling Parties set forth in Schedule 7.5(b) further agrees thatRestricted Period, from Sellers and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party Seller Parent covenant and agree that they shall not, and shall not knowingly permit any of their respective Affiliates to, directly or indirectly: (a) deliberately take indirectly in any action manner hire or solicit any Hired Employee as of the Closing Date or encourage any such Hired Employee to leave such employment or service of the Buyer or its Affiliates; provided that would interfere with the foregoing shall not prevent the Sellers or Seller Parent from (i) making any contractual or customer relationship general solicitation for employees (including through the use of the Company or its Affiliates in respect of the Business employment agencies) not specifically directed at any Hired Person or (ii) any relationship of soliciting or hiring Hired Employees who have not been employed by the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company Buyer or any of its Affiliates any employee of during the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if six (i6) such employee responded to a general solicitation not targeted months prior to such employee, solicitation or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminatedhiring. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Sellers and Seller Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges hereby acknowledge that a violation breach or threatened breach of this Section 7.5 would 5.9 may cause Parent and the Company irreparable harm to Buyer, for which monetary damages may not be adequately compensated for by money damages. Each Selling Party therefore an adequate remedy, and hereby agrees that in the event of any actual such a breach or threatened violation breach by any Seller or Seller Parent of its obligations pursuant to this Section 7.55.9, Parent or the Company shall be entitledBuyer shall, in addition to any and all other rights and remedies that may be available to it may havein respect of such breach, be entitled to seek equitable relief, including a temporary restraining order order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to preliminary post bond). Sellers and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without Seller Parent acknowledge and agree that the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise restrictions contained in this Section 7.5 is found 5.9 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.9 should ever be unreasonable and for that reason unenforceableadjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such termcovenant, restriction, and such covenant or promise shall be deemed modified reformed, in such jurisdiction to the extent necessary to make it enforceable maximum time, geographic, product or service, or other limitations permitted by such court or agencyapplicable Law.

Noncompetition and Nonsolicitation. You acknowledge that following the termination of your employment from NCR, you will be in a position to compete unfairly with the Company as a result of the confidential information, trade secrets, and knowledge about NCR’s business, operations, customers, employees and trade connections that you have acquired or will acquire in connection with your employment. You therefore agree to enter into the restrictions in this Agreement for the purpose of protecting NCR’s business interests and the confidential information, goodwill and the stable trained workforce of NCR and its subsidiaries and affiliates, including but not limited to any parent companies or subsidiaries (collectively for purposes of this Section, “NCR”). In exchange for the consideration you are receiving pursuant to the terms of this Agreement, including without limitation the potential future vesting of equity awards under this Agreement (for avoidance of doubt, the obligations herein shall bind you without regard to whether any equity has vested as of the time of any violation of the terms of this Section), you agree that during your employment with NCR and for a twelve-month period after its termination (or if applicable law mandates a maximum time that is shorter than twelve months, then for a period of time equal to that shorter maximum period) (the “Restricted Period”), regardless of the reason for termination, you will not yourself or through others, without the prior written consent of the Chief Executive Officer of NCR: (a) Each Selling Party understands and acknowledges that such Selling Party has had access to and has learned [I: FOR EMPLOYEES GRADE 18 AND ABOVE AS OF THE DATE OF THIS AGREEMENT] perform services, directly or indirectly in any capacity (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secretsas an employee, processesconsultant, patent and trademark applicationsowner or member of a board of directors), product development(i) of the type conducted, priceauthorized, customer and supply listsoffered, pricing and marketing plansor provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, policies and strategiesservices, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information systems or solutions that are similar to or serve substantially the same functions as those with respect to which you worked for NCR within the Business last two years of your NCR employment; (collectivelyiii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in this Section 10 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (i)); and (iv) anywhere within the United States, or in any State or territory thereof, if you worked in the United States at any time within your last two years of NCR employment, or in any country in which NCR does or did business during your NCR employment and in which you worked at any time within your last two years of NCR employment, all of which States, territories or countries are deemed to be separately set forth here and the names of which are incorporated by reference; (a) [II: FOR EMPLOYEES GRADE 17 AND BELOW AS OF THE DATE OF THIS AGREEMENT] perform services, directly or indirectly in any capacity (including, without limitation, as an employee, consultant, owner or member of a board of directors), (i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve substantially the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Proprietary Information”Competing Organizations” either on the list below in this Section 10 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (i); and (iv) within the territory where or for which (including types, classes or tiers of customers if no geographic territory was assigned to you) you performed such services within the two years preceding your termination. (b) perform services, directly or indirectly in any capacity (including, without limitation, as an employee, consultant, owner or member of a board of directors), (i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve substantially the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; and (iii) on behalf of any named “Competing Organization” either on the list below in this Section 10 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (i)); (c) directly or indirectly (including without limitation assisting third parties) recruit, hire or solicit, or attempt to recruit, hire or solicit any employee of NCR, or induce or attempt to induce any employee of NCR, to terminate his or her employment with NCR; (d) directly or by assisting others, solicit or attempt to solicit the business of any NCR customers or prospective customers with which you had material contact during the last two years of your NCR employment, for purposes of providing products or services that are competitive with those provided by NCR and its Affiliates. Each Selling Party agrees that“Material contact” means the contact between you and each customer or prospective customer (i) with which you dealt on behalf of NCR, from (ii) whose dealings with NCR were coordinated or supervised by you, (iii) about whom you obtained confidential information in the ordinary course of business as a result of your association with NCR, or (iv) who receives products or services authorized by NCR, the sale or provision of which results or resulted in compensation, commissions, or earnings for you within the two years prior to the date of the your termination. (e) All references to “NCR” in this Section 10 shall be deemed to include its Subsidiaries and after Affiliates, and references to “NCR employment” shall be deemed to include your employment, if any, by a company the Closing stock or substantially all the assets of which NCR has acquired. As a non-limiting example, a reference to the “last two years of your NCR employment” may include both time as an NCR employee and time as a Retalix Ltd or Digital Insight employee. (f) The covenants contained within this Section 10 are a material component of the consideration for this Agreement. If you breach any of these covenants, NCR shall be entitled to all of its remedies at law or in equity, including but not limited to money damages and injunctive relief. In the event of such a breach, in addition to NCR’s other remedies, any unvested Stock Units will be immediately forfeited and deemed canceled, and you agree to pay immediately to NCR the Fair Market Value of any Stock Units that vested during the eighteen (18) months prior to the date of your Termination of Employment (or if applicable law mandates a maximum time that is shorter than eighteen (18) months, then for a period of five time equal to the shorter maximum period), without regard to whether you continue to own the shares associated with such Stock Units or not. (5g) years The Restricted Period shall be tolled and suspended during and for the pendency of any violation of its terms, and for the pendency of any legal proceedings to enforce any of the covenants set forth herein, and all time that is part of or subject to such tolling and suspension shall not be counted toward the twelve-month duration of the Restricted Period. By way of example, if immediately following your departure from NCR you accept employment with a competitor that is prohibited by the noncompetition covenant contained in this Section 10, and work for such competitor for six months before NCR obtains a judicial or arbitral order terminating or modifying that employment, your twelve-month noncompetition period shall not commence until after you have commenced compliance with that order. This subsection (g) shall not have any effect and shall be deemed omitted from this Agreement in any jurisdiction that prohibits such tolling provisions. (h) Subsections (a) and (b) of this Section 10 do not apply to you if, following the Closing Datetermination of your NCR employment, you continue to reside or work in California, or if you continue to reside or work in a country that mandates, as a non-waiveable condition, continued pay during the Restricted Period, unless NCR advises you it will tender such Selling Party pay, which shall be in the minimum amount required by local law. (i) will keep confidential all Proprietary InformationFor purposes of this Agreement, “Competing Organizations” shall be the following as of the Grant Date including the subsidiaries and affiliates of each. Please note that non-competition provisions in this or other NCR agreements or plans are not limited to the identified Competing Organizations, and that other companies may qualify as competitors under other provisions of the NCR plans or agreements, including this Agreement, and that NCR employees may be restricted from accepting employment or other work from such other companies, subject to the terms of the relevant NCR plan or agreement. The list of Competing Organizations is updated and revised from time to time, and such updated lists shall be deemed a part of this Agreement; updated lists can be obtained from the NCR intranet website at: ▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇/index.php?option=com_content&view=frontpage&Itemid=8175. ACI Worldwide GK Software Oracle (iiincluding Micros) will notAldata Global Payments PAR Technology Alkami Glory Pinnacle Corporation Alliance (Australia) GRG Banking Equipment PMI Allure Global Solutions, directly Inc. GRG International Q2 Alpha Paper Hewlett-Packard Corporation QSR Automations Altametrics Hewlett-Packard Enterprises ▇▇▇▇▇ & Schlinmann App Hitachi Retail Pro International Appetize Hitachi-Omron Term Sys(Leadus) Retaligent APTOS Hot Schedules Revel Arinc. HP Inc. RiteMadec Bematech- See TOTVS SA IBM Corporation ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ IER RTC Quaterion Group ▇▇▇▇▇▇▇▇▇/Pendum Infor Schades-Heipa Bypass Itasca ShopKeep Cenveo ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ CompuCom KAL (Korala Associates) SITA Computer Sciences Corporation Kiosk Info Sys (KIS) Spartan Crunchtime Kyrus – See Tolt Industries SPSS Cuscapi Leadus – See Hitachi Task Retail DATA Business Forms LG N-Sys TeleSource Diebold/Wincor Nixdorf LOC Software Tillster Dimension Data Logicalis Toast POS Documotion LoyaltyLab Tolt Eastcom M19 Retail Tolt Solutions (including Kyrus) ECRS Magstar Toshiba TEC eRestaurant Systems Malauzai TOTVS SA (including Bematech) Escalate Manhattan Associates Unisys FIS MaxStick Vista Fiserv McDermott Vsoft Fourth Ltd Micros – See Oracle Wescom Resources Group Fujitsu Mobile Travel Technologies Wincor-Nixdorf – See Diebold FuturePOS Nautilus Hyosung WS Packaging Getronics Nscglobal Zonal Retail Data Gilbarco ▇▇▇▇▇▇-▇▇▇▇ OKI (j) In the event that you receive an offer of employment or indirectlya request to provide services from an organization specified above or described above, disclose any Proprietary Information either during your employment or during the term of the Restrictive Period, you shall provide immediately to any third party such person, company or use any Proprietary Information in any way other entity a full and accurate copy of this Agreement and advise him/her or it of your obligations under it. (iiik) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Agreement are acknowledged by the parties to be reasonable in all respects. Each clause constitutes an entirely separate and independent restriction and the duration, extent and application of each of the restrictions are no greater than is necessary for the protection of NCR’s interests. If any portion of this Section 7.5(a) 10 is held unenforceable, it shall be severed and shall not apply to affect any information which (x) is at the Closing or thereafter becomes available to the public other than as a result part of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosurethis Agreement. (bl) Each This Agreement is entered into electronically. You hereby waive any local requirement, to the extent one exists or may exist, of original ink signatures on paper documents. (m) The governing law clause of this Agreement, for employees who work or reside outside the Selling Parties set forth in Schedule 7.5(b) further agrees thatUnited States, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) be the law of the country where such employee responded to a general solicitation not targeted to such employeeworks for NCR (as defined above, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminatedincluding its subsidiaries and affiliates). (cn) Notwithstanding anything to In any country outside the contrary contained hereinUnited States where liquidated damages are recoverable under local law, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or that you breach the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise covenants in this Section 7.5 is found 10, you acknowledge that NCR will suffer irreparable damage, and you promise to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified pay NCR on demand damages in a sum equal to the extent necessary to make it enforceable by such court or agencyamount of six months of your salary that was in effect when your NCR employment ended. You acknowledge that this sum represents a reasonable estimate of damages that NCR will suffer, and that, where local law allows, NCR may seek additional compensatory damages.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for For a period of five (5) years after 42 months following the Closing DateClosing, such Selling Party (i) will keep confidential all Proprietary Information, (ii) will the Seller and its subsidiaries shall not, directly or indirectly, disclose within the continental United States carry on, be engaged in, or own any Proprietary Information interest or otherwise participate in or assist any other entity which carries on or is engaged in, any business that involves providing mail delivery services by highway transportation on a long- term (greater than two years) contractual basis for the United States Postal Service (a "Competing Business"); provided that (i) such limitation shall not prohibit the Seller or its subsidiaries from owning not more than 5% of any class of securities of any entity engaged in a Competing Business (any such entity, a "Competitive Target") and (ii) such limitation shall not prohibit the Seller or its subsidiaries from acquiring a Competitive Target so long as (A) if the percentage of the gross revenues (for the 12-month period immediately preceding the date of the proposed acquisition) (the "Revenue Percentage") generated by the Competing Business component of the Competitive Target is equal to or less than 25%, the Seller provides a written notice to the Company within 30 days after completion of the proposed acquisition which includes a calculation in reasonable detail supporting the Revenue Percentage calculation; and (B) if the Revenue Percentage generated by the Competing Business component of the Competitive Target is greater than 25%, the Seller provides a written notice (the "Acquisition Notice") to the Company at least thirty (30) days prior to the consummation of the proposed acquisition and the Company does not notify the Seller within ten (10) days after the delivery of the Acquisition Notice that it would like to pursue an acquisition of the Competitive Target. If the Company provides such a notice, the Company shall have the exclusive right to pursue an acquisition of the Competitive Target and, to the extent it is permitted to do so, the Seller shall assign any and all of its rights to acquire the Competitive Target to the Company. If the Seller cannot assign its rights to any third party or use any Proprietary Information in any way and (iii) will notsuch acquisition to the Company, directly or indirectlythe Seller shall not consummate such acquisition. If the Company has not elected to pursue an acquisition of the Competitive Target, misuse, misappropriate or exploit any Proprietary Information in any waythe Seller shall have the exclusive right to consummate the acquisition of the Competitive Target within six months after the delivery of the Acquisition Notice. The restrictions Notwithstanding anything to the contrary contained in this Section 7.5(a) shall 5.5(a), if the Seller does not apply consummate the acquisition of the Competitive Target within such six-month period, the opportunity to any information which (x) is at the Closing or thereafter becomes available acquire such Competitive Target will be reoffered to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, or (y) is required Company pursuant to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosurethis Section 5.5(a). (b) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for For a period of two (2) years after following the Closing DateClosing, each such Selling Party the Seller and its subsidiaries shall not, whether for their own account or the account of any other entity, directly or indirectly: (a) deliberately take indirectly solicit for employment or to provide services any action that would interfere with (i) any contractual person who at the time of such solicitation is, or customer relationship of within the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employeesix months immediately preceding such time was, consultant or otherwise) or seek to cause to leave the employ an employee of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminatedsubsidiaries. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.

Noncompetition and Nonsolicitation. Employee acknowledges and agrees that the training he will receive, the experience he will gain while employed and the Confidential Information he will acquire will enable him to injure Employer if he should violate the provisions set forth in this Section 6. In addition, Employee acknowledges and agrees that Employer is entering into this Agreement at the request of Employee and that Employer would not enter into this Agreement unless this Agreement contained the terms set forth in this Section 6. For these reasons, Employee hereby agrees as follows: (a) Each Selling Party understands During the period Employee is employed by Employer or one of its Affiliates and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) will not, directly or indirectly, disclose any Proprietary Information to any third party or use any Proprietary Information in any way and (iii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Datethereafter, each such Selling Party shall notexcept for services performed on behalf of Employer or one of its Affiliates, Employee agrees that he will not directly or indirectly: (a) deliberately take indirectly either as an individual, a partner or a joint venturer, or in any action that would interfere with other capacity, (i) any contractual or customer relationship invest in a company engaged in (other than investments in publicly-owned companies which constitute not more than 5% of the Company voting securities of any such company), or engage in, within the United States or other country from which Employer and its Affiliates in respect derive at least 5% of their revenues (such 5% determination to be made as of the Business one-year period ending on the date of such proposed investment if Employee is at the time employed by Employer or (ii) any relationship as of the Company one-year period ending on the date Employee ceases to be employed by the Employer if the proposed investment or engagement is after the time Employee is employed by Employer) (the "Restricted Area") (x) the business of distributing or renting site-based, two-way communication equipment to end-users or dealers or any other business that generates more than 5% of the revenues of Employer and its Affiliates with its respective employees (such 5% determination to be made in respect of the Business or same manner as is described above) (bthe items listed under clause (x) solicit the services of (hereto are collectively referred to herein as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee"Competitive Businesses"), or (ii) accept employment with or render services to Competitive Businesses that engages in such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to Competitive business within the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief Restricted Area as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of director, officer, agent, employee, consultant, or any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bondcapacity. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and parties agree that, if such non-competition agreement is determined by a court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found competent jurisdiction to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.agreement

Noncompetition and Nonsolicitation. (a) Each Selling Party understands and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a. For a period of five four (54) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) will not, Seller shall not directly or indirectlyindirectly invest in, disclose own, manage, operate, finance, control, advise, render services to or guarantee the obligations of any Proprietary Information Person engaged in or planning to any third party become engaged in the business of owning or use any Proprietary Information operating stand-alone running specialty stores in any way and (iii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the United States of America of a type operated by the RSG Companies on the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, or Date (y) is required to be disclosed by applicable requirements of law“Competing Business”); provided, thathowever, Buyers acknowledge that Seller and its Affiliates are in such eventthe business of retail sales of athletic shoes, apparel, and related accessories (including the Selling Party making such disclosure sale of running shoes, apparel, and accessories), and Seller and its Affiliates shall use reasonable best efforts not be prohibited from continuing to give reasonable advance notice own and operate retail stores (including its “Finish Line” and “Macy’s” divisions) and e-commerce sites which sell athletic shoes (including running shoes), apparel, accessories, and natural extensions or expansions of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosureforegoing which are not stand-alone retail stores which focus primarily on the sale of specialty running shoes. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for b. For a period of two four (24) years after from the Closing Date, each such Selling Party Seller shall not, not directly or indirectly: (a) deliberately take any action that would interfere with (i) hire any contractual or customer relationship executive level employee of the Company or its Affiliates in respect of the Business RSG Companies; or (ii) induce or assist any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek other Person to cause induce any executive level employee to leave his or her employment with the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its AffiliatesRSG Companies; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise nothing in this Section 7.5 5.16(b) will apply to: (A) any individual who responds to or is found hired as a result of general mass solicitations of employment and generalized employee searches by headhunter/search firms (in either case not specifically directed at employees of RSG Companies); or (B) in the case of Section 5.16(b)(i), hiring or inducing or assisting any other Person in hiring any individual that was an employee of RSG Companies after such individual has been terminated or otherwise ceases to be unreasonable and for employed by RSG Companies. c. If a court or tribunal of competent jurisdiction finally determines that reason any term or provision contained in Section 5.16(a) through Section 5.16(c) is invalid or unenforceable, then such term, restriction, covenant or promise shall be deemed modified to Seller and Buyers agree that the extent necessary to make it enforceable by such court or agency.tribunal will have the power to modify the scope, duration or geographic area of the term or provision, to modify specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.16 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. This

Noncompetition and Nonsolicitation. The Sellers acknowledge that: (a) Each Selling Party understands the Acquired Companies have devoted substantial time, effort and acknowledges resources to developing the Acquired Companies’ trade secrets and other confidential and proprietary information as well as the Acquired Companies’ relationships with customers, suppliers, employees and others doing business with the Acquired Companies; (b) that such Selling Party has had relationships, trade secrets and other information are vital to the successful conduct of the Acquired Companies’ businesses in the future; (c) that because of the Sellers’ access to the Acquired Companies’ confidential information and has learned trade secrets, the Sellers would be in a unique position to divert business from the Acquired Companies and to commit irreparable damage to the Acquired Companies were the Sellers to be allowed to compete with the Acquired Companies or to commit any of the other acts prohibited below; that the enforcement of the restrictive covenants against the Sellers would not impose any undue burden upon any Seller; and (d) that the ability to enforce the restrictive covenants against the Sellers is a material inducement to the decision of the Purchaser to consummate the transactions contemplated by this Agreement. Accordingly, during the period commencing on the Closing Date and ending on the third anniversary of such date (the “Restricted Period”): (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) will notno Seller will, directly or indirectly, disclose any Proprietary Information to any third party or use any Proprietary Information engage in any way and business anywhere in the world that develops, manufactures, produces, markets, sells or distributes any products or provides any services of the kind developed, under development, manufactured, produced, marketed, sold, distributed or provided by the Acquired Companies as of the Closing, or own an interest in, manage, operate, join, control or render financial or other assistance to, be employed by, or participate in or be connected with, as a partner, shareholder, consultant or otherwise, any Person that engages in the business of, or competes with the Purchaser or the Acquired Companies in, developing, manufacturing, producing, marketing, selling or distributing any products or providing any services of the kind developed, under development, manufactured, produced, marketed, sold, distributed or provided by the Acquired Companies as of the Closing; provided, however, that, for the purposes of this Section 5.7, ownership of securities having no more than 5% of the outstanding voting power of any Person which are listed on any national securities exchange will not be deemed to be in violation of this Section 5.7 as long as the Person owning such securities has no other connection or relationship with such Person. The Restricted Period will be extended by the length of any period during which the Seller is in breach of the terms of this Section 5.7(a); (iiib) no Seller will not, directly or indirectly, misusefor itself or on behalf of or in conjunction with any other Person, misappropriate (i) call upon any employee who is, at the time the individual is called upon, an employee of Dresser-Rand Group or exploit any Proprietary Information in of its Subsidiaries (including any way. The restrictions contained in this Section 7.5(aAcquired Company) shall not apply for the purpose or with the intent of soliciting such employee away from or out of the employ of Dresser-Rand Group or any of its Subsidiaries (including any Acquired Company), or employ or offer employment to any information which individual who was or is employed by Dresser-Rand Group or any of its Subsidiaries (xincluding any Acquired Company) is at the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, or (y) is required unless such individual will have ceased to be disclosed employed by applicable requirements Dresser-Rand Group or any of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. its Subsidiaries (bincluding any Acquired Company) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business at least six months prior thereto or (ii) any relationship of the Company cause, induce or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek attempt to cause to leave the employ of the Company or induce any customer, strategic partner, supplier, distributor, landlord or others doing business with Dresser-Rand Group or any of its Affiliates Subsidiaries (including any employee Acquired Company) Company to cease or reduce the extent of the Company during employment its business relationship with Dresser-Rand Group or any of such employee by the its Subsidiaries (including any Acquired Company) Company or to deal with any competitor of Dresser-Rand Group or any of its AffiliatesSubsidiaries (including any Acquired Company); provided, however, that an employee shall this Section 5.7(b) will not be deemed not to have been solicited if (i) such employee responded prohibit the Seller from engaging in general media advertising or solicitation that may be targeted to a general solicitation particular geographic or technical area but that is not targeted to such employee, towards employees of Dresser-Rand Group or any of its Subsidiaries (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated.including any Acquired Company); and (c) Notwithstanding anything to no Seller will disparage Dresser-Rand Group, the contrary contained herein, in the event a Selling Party violates Acquired Companies or any of its obligations under their respective directors, officers, employees or agents. For the avoidance of doubt, this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may provision shall not be adequately compensated for by money damages. Each Selling Party therefore agrees that in interpreted as limiting the event ability of any actual or threatened violation the Sellers set forth on Section 5.7 of this Section 7.5, Parent or the Company shall be entitled, in addition Seller Disclosure Schedule to other remedies that it may have, to acquire ownership of a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party minority interest in any action commenced under this Section 7.5 shall also be entitled company that manufactures products or provides services similar to receive reasonable attorneys’ fees and court costs. It is those developed by the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified Acquired Companies (to the extent necessary they are passive investors and do not actively participate in the management of the company, it being understood that a minority (non-executive) membership in the Board will not qualify as such) or to make it enforceable by such court or agencythe activities listed in Section 5.7 of the Seller Disclosure Schedule.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands During the Term and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after 9 months thereafter, the Closing Date, such Selling Party Executive (i) will keep confidential all Proprietary Information, (ii) will not, directly or indirectly, disclose any Proprietary Information to any third party whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or use any Proprietary Information otherwise, engage, participate, assist or invest in any way Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Employer); and (iii) will not, directly refrain from soliciting or indirectly, misuse, misappropriate encouraging any customer or exploit any Proprietary Information in any waysupplier to terminate or otherwise modify adversely its business relationship with the Employer. The Executive understands that the restrictions contained set forth in this Section 7.5(a8(d) shall not apply are intended to any information which (x) is at protect the Closing or thereafter becomes available to the public other than as a result Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such eventthis Agreement, the Selling Party making such disclosure term “Competing Business” shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each mean any of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for following: a period of two (2) years after the Closing Date, each such Selling Party shall not, directly media company that publishes technology-related content or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that ifoperates technology-related events and, in any action before any court case, derives its revenue from selling products and services similar to products and services offered by the Employer to customers and prospects similar to Employer’s own customers and prospects. The Executive acknowledges that the following specific companies are considered competitors of Employer; CNET, IDG, Accela Communications, CMP, Ziff ▇▇▇▇▇, PennWell, JupiterMedia, 101 Communications, Penton Media, IT Toolbox, CRMGuru, NewsFactor, Sys-Con, Fawcete, Digital Consulting, Byte & Switch, Haymarket Media/West Coast Publishing, SANS Institute, Computer Security Institute, ▇▇▇▇ Expo and MIS Training Institute. The Executive further acknowledges that the specific companies mentioned as competitors create only a limited list of potential competitors and that other companies or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found entities maybe deemed to be unreasonable competitors based on the nature of their products and for that reason unenforceableservices and how they compete in the marketplace against Employer’s customers and prospects. At the Executive’s request, then such termEmployer will update the listing of specific companies mentioned above. Notwithstanding the foregoing, restriction, covenant the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencyis affiliated with a Competing Business.

Noncompetition and Nonsolicitation. Hooker and Tate ▇▇▇h acknowledge that but for their agreement to be bound by the terms of this Section 5.9, Purchaser would not consummate the transactions contemplated by this Agreement. From the date hereof until the fifth (5th) anniversary of the Closing Date (unless otherwise provided), each Selling Stockholder and Tate ▇▇▇ees that they will not: (a) Each Selling Party understands and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to enter into competition with the Company or Purchaser, or its subsidiaries by establishing a remote alarm system monitoring center providing monitoring services to any location within twenty five (25) miles of any location where the Company, Purchaser or its subsidiaries provide such services; (b) provide, or solicit any Dealer or Subscriber for the purposes of providing, any services similar to those currently provided by the Company, Purchaser or its subsidiaries, either directly or through any other person or entity. (c) reveal the customer list of the Company to any person; or (d) for so long as the Company is engaged in the Monitoring Business, take any other action which is intended to, or which would reasonably be expected to: (1) adversely affect the Company's, Purchaser's, or its subsidiaries' interest in any Contract, provided, however, the Selling Stockholders and Tate ▇▇▇ take action with respect to Contracts to which they are a party with Purchaser to the Business and extent that Purchaser is in default of such agreements, after providing an opportunity to cure such default as provided in the respective agreements or to the extent that Purchaser fails to provide reasonably satisfactory service under the agreement to provide monitoring services to GHT Alarm Systems, Inc.; (b2) other information proprietary to adversely affect the Company's, Purchaser's, or its subsidiaries' contractual relationship with any Dealer or Subscriber; or (3) discourage any Dealer, Subscriber or supplier from continuing its business relationship with the Company, includingPurchaser, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and or its subsidiaries after the Closing for a period Date on the same terms as were maintained prior to the Closing Date. In addition, from the date hereof until the first (1st) anniversary of five (5) years after the Closing Date, the Selling Stockholders and Tate ▇▇▇ee that they will not employ any employee of the Company, Purchaser or its subsidiaries without the consent of the Company, which consent will not be unreasonably withheld or solicit or encourage any such employee to terminate his or her employment with any of the foregoing, provided, however, Rodn▇▇ ▇▇▇▇▇▇ ▇▇▇ll not be employed or solicited by the Selling Party Stockholders or Tate ▇▇▇ three (i3) years from the Closing Date. Notwithstanding the foregoing, this provision shall not apply to employees who are terminated by the Company, Purchaser or its subsidiaries due solely to downsizing. Notwithstanding the foregoing, Purchaser specifically acknowledges and agrees that (a) Hooker and Tate'▇ ▇▇▇ership in GHT Alarm Systems, Inc. ("GHT") and the business currently conducted by GHT does not violate the provisions of this Section 5.9; (b) the Hooker and/or Tate'▇ ▇▇▇ership in Nova Internet Services, Inc. ("Nova"), the business currently conducted by Nova and its intention to provide internet-based audio and video surveillance services do not and will keep confidential not violate this Section 5.9; and (c) Alic▇ ▇. ▇▇▇▇▇▇ ▇▇▇ work for a Selling Stockholder and/or Tate ▇▇▇ the Company which will not violate this Section 5.9. For purposes of this paragraph 5.9, the term "Selling Stockholder and Tate" ▇▇all Proprietary Informationalso include any corporation, (ii) will notpartnership or other business entity in which a Selling Stockholder or Tate ▇▇▇ or in the future owns, directly or indirectly, disclose a controlling equity interest, and the parents, spouse, children, brothers and/or sisters of a Selling Stockholder or Tate, ▇▇ any Proprietary Information to entity in which any third party or use any Proprietary Information in any way and (iii) will notof them own, directly or indirectly, misusea controlling interest. Notwithstanding any other provision of this Agreement, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in each Selling Stockholder and Tate ▇▇▇ees that money damages would not be a sufficient remedy for breach of this Section 7.5(a) 5.9 and that Purchaser shall not apply be entitled to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosurespecific performance, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order injunctive relief or other appropriate remedy with respect to such disclosure. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other equitable relief as a court may deem appropriate. Each Selling Party acknowledges that a violation remedy for breach of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency5.9.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands During the Term and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after 9 months thereafter , the Closing Date, such Selling Party Executive (i) will keep confidential all Proprietary Information, (ii) will not, directly or indirectly, disclose any Proprietary Information to any third party whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or use any Proprietary Information otherwise, engage, participate, assist or invest in any way Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Employer); and (iii) will not, directly refrain from soliciting or indirectly, misuse, misappropriate encouraging any customer or exploit any Proprietary Information in any waysupplier to terminate or otherwise modify adversely its business relationship with the Employer. The Executive understands that the restrictions contained set forth in this Section 7.5(a8(d) shall not apply are intended to any information which (x) is at protect the Closing or thereafter becomes available to the public other than as a result Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such eventthis Agreement, the Selling Party making such disclosure term “Competing Business” shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each mean any of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for following: a period of two (2) years after the Closing Date, each such Selling Party shall not, directly media company that publishes technology-related content or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that ifoperates technology-related events and, in any action before any court case, derives its revenue from selling products and services similar to products and services offered by the Employer to customers and prospects similar to Employer’s own customers and prospects. The Executive acknowledges that the following specific companies are considered competitors of Employer; CNET, IDG, Accela Communications, CMP, Ziff ▇▇▇▇▇, PennWell, JupiterMedia, 101 Communications, Penton Media, IT Toolbox CRMGuru, NewsFactor, Sys-Con, Fawcete, Digital Consulting, Byte & Switch, Haymarket Media/West Coast Publishing, SANS Institute, Computer Security Institute, ▇▇▇▇ Expo and MIS Training Institute. The Executive further acknowledges that the specific companies mentioned as competitors create only a limited list of potential competitors and that other companies or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found entities maybe deemed to be unreasonable competitors based on the nature of their products and for that reason unenforceableservices and how they compete in the marketplace against Employer’s customers and prospects. At the Executive’s request, then such termEmployer will update the listing of specific companies mentioned above. Notwithstanding the foregoing, restriction, covenant the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencyis affiliated with a Competing Business.

Noncompetition and Nonsolicitation. Without the prior written consent of the Board, during the period that the Executive is employed by Employer and, in the event the Executive terminates her employment with the Employer for any reason other than as a result of a material breach by the Employer of any of the Employer's obligations under this Agreement, or any other agreement to which the Executive and the Employer are now or hereafter parties, for six (a6) Each Selling Party understands and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to months thereafter, the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) Executive will not, directly or indirectly, disclose any Proprietary Information to any third party whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or use any Proprietary Information otherwise, engage, participate, assist or invest in any way and Competing Business (iii) will notas hereinafter defined). Without the prior written consent of the Board, directly or indirectlyduring the period that the Executive is employed by the Employer and, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at in the Closing event of the termination of the Executive's employment by the Employer with Cause or thereafter becomes available to (y) in the public event the Executive terminates her employment with the Employer for any reason other than for Good Reason or as a result of a disclosurematerial breach by the Employer of any of the Employer's obligations under this Agreement, or any other agreement to which the Executive and the Employer are now or hereafter parties, for twelve (12) months thereafter, the Executive will refrain from directly or indirectlyindirectly employing, by a Selling Partyattempting to employ, recruiting or (y) is required otherwise soliciting, inducing or influencing any person to be disclosed by applicable requirements of law; providedleave employment with the Employer, that, in such event, and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or Employer. The Executive understands that the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each of the Selling Parties restrictions set forth in Schedule 7.5(bthis Section 7(d) further agrees that, from are intended to protect the Employer's interest in their Confidential Information and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as established employee, consultant customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term "Competing Business" shall mean any business that provides or otherwise) intends to provide the same or seek to cause to leave similar services as those provided by the employ of the Company Employer or any of its Affiliates subsidiaries in any employee geographic area then served by Employer (which for this purpose only shall be defined as being within 100 miles of any office or data center currently used or operated by the Employer or any subsidiary of the Company during employment of such employee by Employer) and/or the Company Employer or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5their subsidiaries. Notwithstanding the foregoing, Parent or the Company Executive may proceed against such Selling Party in law or in equity for such damages or other relief as own up to two percent (2%) of the outstanding stock of a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencypublicly-held corporation.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands During the Term and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after one year thereafter, the Closing Date, such Selling Party Executive (i) will keep confidential all Proprietary Information, (ii) will not, directly or indirectly, disclose any Proprietary Information to any third party whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or use any Proprietary Information otherwise, engage, participate, assist or invest in any way Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive's employment with the Employer); and (iii) will not, directly refrain from soliciting or indirectly, misuse, misappropriate encouraging any customer or exploit any Proprietary Information in any waysupplier to terminate or otherwise modify adversely its business relationship with the Employer. The Executive understands that the restrictions contained set forth in this Section 7.5(a8(d) shall not apply are intended to any information which (x) is at protect the Closing or thereafter becomes available to the public other than as a result Employer's interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such eventthis Agreement, the Selling Party making such disclosure term "Competing Business" shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each mean any of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for following: a period of two (2) years after the Closing Date, each such Selling Party shall not, directly media company that publishes technology-related content or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that ifoperates technology-related events and, in any action before any court case, derives its revenue from selling products and services similar to products and services offered by the Employer to customers and prospects similar to Employer's own customers and prospects. The Executive acknowledges that the following specific companies are considered competitors of Employer; CNET, IDG, Accela Communications, CMP, Ziff ▇▇▇▇▇, PennWell, JupiterMedia, 101 Communications, Penton Media, IT Toolbox. CRMGuru, NewsFactor, Sys-Con, Fawcete, Digital Consulting, Byte & Switch, Haymarket Media/West Coast Publishing, SANS Institute, Computer Security Institute, ▇▇▇▇ Expo and MIS Training Institute. The Executive further acknowledges that the specific companies mentioned as competitors create only a limited list of potential competitors and that other companies or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found entities maybe deemed to be unreasonable competitors based on the nature of their products and for that reason unenforceableservices and how they compete in the marketplace against Employer's customers and prospects. At the Executive's request, then such termEmployer will update the listing of specific companies mentioned above. Notwithstanding the foregoing, restriction, covenant the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencyis affiliated with a Competing Business.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands of W▇▇▇▇ ▇▇▇▇, J▇▇▇ ▇▇▇▇▇▇ and acknowledges D▇▇ ▇▇▇▇▇▇ (the “Noncompete Parties”) acknowledge and agree that such Selling Party has had access to Buyer is relying on the covenants and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) will not, directly or indirectly, disclose any Proprietary Information to any third party or use any Proprietary Information in any way and (iii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained agreements in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than 6.7 as a result material inducement to consummate the transactions contemplated by this Agreement and that Buyer would not enter into this Agreement or consummate the transactions contemplated hereby but for the agreements of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements each of law; provided, that, the Noncompete Parties and Seller in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosurethis Section 6.7. (b) Each of the Selling Noncompete Parties set forth in Schedule 7.5(b) further agrees that, that from and after the date hereof, Buyer and/or its designees and other Affiliate(s), including the Companies, (collectively, the “Buyer Parties”) will be engaging in the business of the Companies as currently conducted and as it has been conducted during the two calendar years prior to the Closing for (the “Business”) and that engagement by any of them or any of their respective Affiliates in the Business or the provision of products or services competitive with the Business or any of Buyer Parties by any of them would cause irreparable damage to Buyer Parties. For a time period of two (2) five calendar years after following the Closing DateDate (provided, each that the obligations hereunder of the Noncompete Parties shall be extended by adding to such Selling Party term the length of time, if any, during which any of them and/or their respective Affiliates shall notbe or remain in violation of their obligations under this Section 6.7), neither of the Noncompete Parties nor any of their respective Affiliates shall, without the prior written consent of Buyer, (i) engage within a 250 mile radius of the current locations in which the Business is conducted by the Companies (or has been conducted during the two calendar years prior to the Closing), directly or indirectly: , alone or as an equity holder (a) deliberately take any action that would interfere with (i) any contractual or customer relationship other than as a holder of less than 5% of the Company capital stock of any publicly traded corporation), partner, officer, director, employee, consultant, independent contractor, agent or its Affiliates otherwise in respect or with any business, entity or Person that is engaged or becomes engaged in the Business or otherwise competes with any of Buyer Parties in the Business within such 250 mile radius, (ii) divert, or in any way attempt to divert, any customer or prospect of the Business or (ii) Buyer Parties to any relationship potential, current, past or prospective competitor of the Company or its Affiliates with its respective employees in respect any of the Business Buyer Parties, or (biii) solicit the services or encourage any officer, employee or consultant of (as employee, consultant or otherwise) or seek to cause any of Buyer Parties to leave the their employ for employment by or with any of the Company them or any of its Affiliates any employee of the Company during employment of such employee by the Company or its their respective Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to If at any time the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation provisions of this Section 7.5 would cause Parent and the Company irreparable harm which may not 6.7 shall be adequately compensated for determined to be invalid or unenforceable, by money damages. Each Selling Party therefore agrees that in the event reason of any actual being vague or threatened violation unreasonable as to area, duration or scope of activity, then this Section 7.5, Parent or the Company 6.7 shall be entitledconsidered divisible and shall become and be immediately amended to only such area, in addition duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other remedies body having jurisdiction over the matter; and all of the parties hereto agree that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise 6.7 as so amended shall be deemed modified to the extent necessary to make it enforceable by such court valid and binding as though any invalid or agencyunenforceable provision had not been included herein.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands During the Term and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after 9 months thereafter , the Closing Date, such Selling Party Executive (i) will keep confidential all Proprietary Information, (ii) will not, directly or indirectly, disclose any Proprietary Information to any third party whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or use any Proprietary Information otherwise, engage, participate, assist or invest in any way Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Employer); and (iii) will not, directly refrain from soliciting or indirectly, misuse, misappropriate encouraging any customer or exploit any Proprietary Information in any waysupplier to terminate or otherwise modify adversely its business relationship with the Employer. The Executive understands that the restrictions contained set forth in this Section 7.5(a8(d) shall not apply are intended to any information which (x) is at protect the Closing or thereafter becomes available to the public other than as a result Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such eventthis Agreement, the Selling Party making such disclosure term “Competing Business” shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each mean any of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for following: a period of two (2) years after the Closing Date, each such Selling Party shall not, directly media company that publishes technology-related content or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that ifoperates technology-related events and, in any action before any court case, derives its revenue from selling products and services similar to products and services offered by the Employer to customers and prospects similar to Employer’s own customers and prospects. The Executive acknowledges that the following specific companies are considered competitors of Employer; CNET, IDG, Accela Communications, CMP, Ziff ▇▇▇▇▇, PennWell, JupiterMedia, 101 Communications, Penton Media, IT Toolbox, CRMGuru, NewsFactor, Sys-Con, Fawcete, Digital Consulting, Byte & Switch, Haymarket Media/West Coast Publishing, SANS Institute, Computer Security Institute, ▇▇▇▇ Expo and MIS Training Institute. The Executive further acknowledges that the specific companies mentioned as competitors create only a limited list of potential competitors and that other companies or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found entities maybe deemed to be unreasonable competitors based on the nature of their products and for that reason unenforceableservices and how they compete in the marketplace against Employer’s customers and prospects. At the Executive’s request, then such termEmployer will update the listing of specific companies mentioned above. Notwithstanding the foregoing, restriction, covenant the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencyis affiliated with a Competing Business.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands For a period beginning on the day after the Closing Date and acknowledges ending on the fifth anniversary of the Closing Date (the "Restricted Period"), the Seller agrees not to engage in the FBO Business or any business or activity that such Selling Party has had access to and has learned (a) information proprietary to competes with the business of the Company and its Subsidiaries as of the date hereof in North America, Europe and the Caribbean (the "Geographic Area"), directly or indirectly, as a stockholder, partner, member, owner, joint venturer, investor, lender or in any other capacity whatsoever (other than as a holder of not more than one percent of the total outstanding stock of a publicly held company). The foregoing restrictions shall not prohibit the Seller from performing the following activities: (i) engaging in contracts with respect to the Business U.S. government; (ii) providing into-plane services in countries outside the United States; (iii) performing air cargo services; (iv) continuing the operations of MercFuel, Inc. as conducted on the date hereof; and (v) continuing the operations of Maytag Aircraft Corporation as conducted on the date hereof. (b) other information proprietary For a period beginning on the day after the Closing Date and ending on the second anniversary of the Closing Date, without the prior written consent of the Acquiror, the Seller agrees not to: (i) solicit the employment of, or attempt to employ, any of the employees employed by the Company or its Subsidiaries as of the Closing Date; and (ii) recruit, solicit or induce or attempt to induce any of the employees employed by the Company or its Subsidiaries as of the Closing Date to terminate his or her employment with, or otherwise cease his or her relationship with, the Company or its Subsidiaries or the Acquiror or its affiliates. (c) The Seller acknowledges that: (i) an essential part of the transactions contemplated hereby is the purchase by the Acquiror of goodwill and that to protect and preserve such goodwill, the covenants set forth in this Section 5.6 are not only reasonable and necessary but required as a condition to the Company, including, without limitation, trade secrets, processes, patent Acquiror's consummation of the transactions contemplated hereby; (ii) the business of the Company and trademark applications, product development, price, customer its Subsidiaries is operated throughout the United States with intentions to operate in a number of countries outside the United States; (iii) the business operated by the Company and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect its Subsidiaries prior to the Business Closing competes with other businesses that are or could be located in any part of the Geographic Area; (collectivelyiv) the provisions of this Section 5.6 are the product of arm's-length negotiation and are reasonable and necessary to protect and preserve the Acquiror's interests in and right to the ownership, “Proprietary Information”). Each Selling Party agrees that, use and operation of the business by the Company and its Subsidiaries from and after the Closing for a period of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) will not, directly or indirectly, disclose any Proprietary Information to any third party or use any Proprietary Information in any way ; and (iiiv) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained the Acquiror would be irreparably damaged if the Seller breached the covenants set forth in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure5.6. (bd) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action The parties recognize that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained herein, damages in the event of a Selling Party violates breach by the Seller of any provision of its obligations under this Section 7.55.6 would be difficult, Parent if not impossible, to ascertain, and it is therefore agreed that the Acquiror, in addition to and without limiting any other remedy or right it may have, shall have the Company may proceed against right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such Selling Party in breach. The existence of this right shall not preclude any other rights or remedies at law or in equity for such damages or other relief as which the Acquiror may have relating to a court may deem appropriate. Each Selling Party acknowledges that a violation breach of this Section 7.5 would cause Parent 5.6. (e) Whenever possible, each provision and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation term of this Section 7.5, Parent or the Company 5.6 shall be entitledinterpreted in a manner to be effective and valid, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent but if any violations provision or term of this Section 7.55.6 is held to be prohibited or invalid, then such provision or term shall be ineffective only to the extent of such prohibition or invalidity, without the necessity of posting a bond. The prevailing party invalidating or affecting in any action commenced under manner whatsoever the remainder of such provision or term or the remaining provisions or terms of this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs5.6. It is If any of the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise covenants set forth in this Section 7.5 is found 5.6 are held to be unreasonable and for that reason unenforceableunreasonable, then arbitrary or against public policy, such term, restriction, covenant or promise covenants shall be deemed modified considered divisible with respect to duration, geographic area and scope, and in such lesser duration, geographic area and scope, shall be effective, binding and enforceable against the Seller to the greatest extent necessary to make it enforceable by such court or agencypermissible.

Noncompetition and Nonsolicitation. Without the prior written consent of the Board, during the period that Employee is employed by Employer and, in the event Employee terminates his employment with Employer for any reason other than as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for one (a1) Each Selling Party understands and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Companyyear thereafter, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) Employee will not, directly or indirectly, disclose any Proprietary Information to any third party whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or use any Proprietary Information otherwise, engage, participate, assist or invest in any way and Competing Business (iii) will notas hereinafter defined). Without the prior written consent of the Board, directly or indirectlyduring the period that Employee is employed by Employer and, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at in the Closing event of the termination of Employee’s employment by Employer with Cause or thereafter becomes available to (y) in the public event Employee terminates his employment with Employer for any reason other than as a result of a disclosurematerial breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, for eighteen (18) months thereafter, Employee will refrain from directly or indirectlyindirectly employing, by a Selling Partyattempting to employ, recruiting or (y) is required otherwise soliciting, inducing or influencing any person to be disclosed by applicable requirements of law; providedleave employment with Employer, that, in such event, and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Employer. Employee understands that the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each of the Selling Parties restrictions set forth in Schedule 7.5(bthis Section 7(d) further agrees that, from are intended to protect Employer’s interest in its Confidential Information and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as established employee, consultant customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean any business that provides or otherwise) intends to provide the same or seek to cause to leave the employ of the Company similar services as those provided by Employer or any of its Affiliates subsidiaries in any employee geographic area then served by Employer (which for this purpose only shall be defined as being within one hundred (100) miles of any office or data center currently used or operated by Employer or any subsidiary of Employer). Notwithstanding the foregoing, Employee may own up to two percent (2%) of the Company during employment outstanding stock of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminatedpublicly-held corporation. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.

Noncompetition and Nonsolicitation. The Seller acknowledges and agrees that the Company has devoted substantial time, effort and resources to developing the Company’s trade secrets and other confidential and proprietary information, as well as the Company’s relationships with customers, suppliers, employees and others doing business with the Company; that such relationships, trade secrets and other information are vital to the successful conduct of the Company’s business in the future; that because of the Seller’s access to the Company’s confidential information and trade secrets, the Seller would be in a unique position to divert business from the Company and to commit irreparable damage to the Company were the Seller to be allowed to compete with the Company or to commit any of the other acts prohibited below; that the enforcement of the restrictive covenants against the Seller would not impose any undue burden upon the Seller; and that the ability to enforce the restrictive covenants against the Seller is a material inducement to the decision of the Purchaser to consummate the transactions contemplated by this Agreement. Accordingly, during the period commencing on the Closing Date and ending on the fourth (4th) anniversary of the Closing Date (the “Restricted Period”): (a) Each Selling Party understands and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) Seller will not, directly or indirectly, disclose any Proprietary Information to any third party or use any Proprietary Information engage in any way and business anywhere in the world that develops, manufactures, produces, markets, sells or distributes any products or provides any services of the kind developed, under development, manufactured, produced, marketed, sold, distributed or provided by the Company as of the Closing, or own an interest in, manage, operate, join, control, lend money or render financial assistance to, be employed by, any Person that competes with the Purchaser or the Company in developing, manufacturing, producing, marketing, selling or distributing any products or providing any services of the kind developed, under development, manufactured, produced, marketed, sold, distributed or provided by the Company as of the Closing; provided, however, that, for the purposes of this Section 5.7, ownership of securities having no more than 1% of the outstanding voting power of any Person which are listed on any national securities exchange will not be deemed to be in violation of this Section 5.7 as long as the Person owning such securities has no other connection or relationship with such Person. The Restricted Period will be extended by the length of any period during which the Seller is in breach of the terms of this Section 5.7(a); and (iiib) the Seller will not, directly or indirectly, misusefor itself or on behalf of or in conjunction with any other Person, misappropriate (i) solicit any employee of the Purchaser or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(athe Company away from or out of the employ of the Purchaser or the Company unless such individual will have ceased to be employed by the Purchaser and the Company for a period of at least six (6) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, months prior thereto or (yii) is required cause, induce or attempt to be disclosed by applicable requirements of law; providedcause or induce any customer, thatstrategic partner, in such eventsupplier, distributor, landlord or others doing business with the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent Purchaser or the Company to seek a protective order cease or other appropriate remedy reduce the extent of its business relationship with respect to such disclosure. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly Purchaser or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect to deal with any competitor of the Business Purchaser or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its AffiliatesCompany; provided, however, that an employee shall this Section 5.7(b) will not be deemed not to have been solicited if (i) such employee responded prohibit the Seller from engaging in general media advertising or solicitation that may be targeted to a general solicitation particular geographic or technical area but that is not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to towards employees of the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent Purchaser or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencyCompany.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for 9.4.1 For a period of five (5) years from and after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) will not, directly or indirectly, disclose any Proprietary Information to any third party or use any Proprietary Information in any way and (iii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or neither Seller nor any of its Affiliates any employee of Subsidiaries or Affiliated Entities will engage directly or indirectly in a Competing Business in the Company during employment of such employee by the Company or its AffiliatesService Area; provided, however, that an employee no owner of less than 5% of the outstanding stock of any publicly-traded corporation shall be deemed not to have been solicited if (i) engage solely by reason thereof in any such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to businesses. If the contrary contained herein, in the event a Selling Party violates any final judgment of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges of competent jurisdiction declares that a violation any term or provision of this Section 7.5 would cause Parent 9.4 is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. 9.4.2 Seller acknowledges that the rights and compensation provided in this Agreement are adequate consideration for the agreements made by Seller in this Section 9.4, and that such covenants, and the Company irreparable harm which may not be adequately compensated territorial, time and other limitations with respect thereto, are reasonable and properly required for by money damages. Each Selling Party therefore the adequate protection of Buyer’s acquisition of the Shares, and Seller agrees that in such limitations are reasonable with respect to their business activities and do not impose undue hardship on them. 9.4.3 Both parties hereto hereby agree that during the event of non-competition period set forth above and at all times thereafter each such party will refrain from making any actual or threatened violation of this Section 7.5, Parent or disparaging remarks about the Company shall be entitled, in addition to other remedies that it may haveparty hereto or, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent the extent applicable, any violations of this Section 7.5such party’s officers, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costsdirectors, employees, agents, representatives, affiliates, products or services. It is understood and agreed, however, that this section is not intended to limit the intent and understanding right of each any party hereto that if, to give truthful testimony should any party hereto be subpoenaed or otherwise testify in any proceeding or other action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencyGovernmental Entity.

Noncompetition and Nonsolicitation. 3.1 The Employee agrees that during the Employee's employment with the Company or its Subsidiaries, and for the one (a1) Each Selling Party understands year period following the date on which the Employee's employment with the Company or its Subsidiaries terminates for any reason, the Employee will not directly or indirectly, own, manage, operate, control (including indirectly through a debt or equity investment), provide services to, be employed by, or be connected in any manner with, any person or entity engaged in any business that is (i) located in a region with respect to which the Employee had substantial responsibilities while employed by the Company or its Subsidiaries, and acknowledges (ii) competitive, with (A) the line of business or businesses of the Company or its Subsidiaries in which 1002287540v6 the Employee was employed with during the Employee's employment (including any prospective business to be developed or acquired that was proposed at the date of termination), or (B) any other business of the Company or its Subsidiaries with respect to which the Employee had substantial exposure during such Selling Party has had access to and has learned (a) information proprietary employment. For avoidance of doubt, if the Employee is a senior officer of the Company, the restriction contained herein shall relate to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information of its Subsidiaries. 3.2 The Employee agrees that during the Employee's employment with respect to the Business Company or its Subsidiaries, and for the two (collectively2) year period thereafter, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) Employee will not, directly or indirectly, disclose any Proprietary Information to any third party on the Employee's own behalf or use any Proprietary Information in any way and (iii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result on behalf of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with another (i) solicit, recruit, aid or induce any contractual or customer relationship employee of the Company or its Affiliates Subsidiaries to leave his or her employment with the Company or its Subsidiaries in respect of order to accept employment with or render services to another person or entity unaffiliated with the Business Company or its Subsidiaries, or hire or knowingly take any action to assist or aid any other person or entity in identifying or hiring any such employee, or (ii) solicit, aid, or induce any relationship customer of the Company or its Affiliates with Subsidiaries to purchase goods or services then sold by the Company or its respective employees Subsidiaries from another person or entity, or assist or aid any other persons or entity in respect of the Business identifying or soliciting any such customer, or (biii) solicit otherwise interfere with the services of (as employee, consultant or otherwise) or seek to cause to leave the employ relationship of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates Subsidiaries with any of its obligations under this Section 7.5employees, Parent customers, agents, representatives or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencysuppliers.

Noncompetition and Nonsolicitation. 3.1 The Executive agrees that during the Executive’s employment with the Partnership, and continuing for the Restricted Period following the date on which the Executive’s employment with the Partnership terminates for any reason, the Executive will not directly or indirectly, own, manage, operate, control (aincluding indirectly through a debt or equity investment), provide services to, be employed by, or be connected in any manner with, any person or entity engaged in any business that is (i) Each Selling Party understands and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to the Company located in a region with respect to which the Business Executive had substantial responsibilities while employed by the Partnership, and (bii) competitive, with (A) the line of business or businesses of the Partnership or its Subsidiaries in which the Executive was employed with during the Executive’s employment (including any prospective business to be developed or acquired that was proposed at the date of termination), or (B) any other information proprietary to business of the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information Partnership or its Subsidiaries with respect to which the Business Executive had substantial exposure during such employment. For avoidance of doubt, if the Executive is a senior officer of the Partnership, the restriction contained herein shall relate to all lines of business of the Partnership and all of its Subsidiaries. 3.2 The Executive agrees that during the Executive’s employment with the Partnership, and for the two (collectively2) year period thereafter, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) Executive will not, directly or indirectly, disclose any Proprietary Information to any third party on the Executive’s own behalf or use any Proprietary Information in any way and (iii) will not, directly on behalf of another person or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with entity (i) solicit, recruit, or hire any contractual individual who is, or customer relationship of who within the Company or its Affiliates in respect of the Business or six (ii6) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employeemonths prior to such action was, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any an employee of the Company during employment of such employee by the Company Partnership or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employeeSubsidiaries, or (ii) solicit, aid, or induce any customer of the Partnership or its Subsidiaries to purchase goods or services then sold by the Partnership or its Subsidiaries from another person or entity, or assist or aid any other persons or entity in identifying or soliciting any such solicitation does not occur until at least ninety customer, or (90iii) days after such employee’s employment has been terminated. (c) Notwithstanding anything to otherwise interfere with the contrary contained herein, in relationship of the event a Selling Party violates Partnership or any of its obligations under this Section 7.5Subsidiaries with any of its employees, Parent customers, agents, representatives or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencysuppliers.

Noncompetition and Nonsolicitation. The covenants and agreements set forth in this Section 9.3 shall be between each Restricted Seller (severally, and not jointly with any other Restricted Seller or any other Seller) and Buyer only, with no other Sellers being party to this Section 9.3. Subject to the foregoing and in further consideration for the payment of the Purchase Price and in order to protect the value of the Purchased Shares purchased by Buyer (including the goodwill inherent in the Company as of the Closing): (a) Each Selling Party understands Restricted Seller, severally and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Companynot jointly, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after during the period beginning on the Closing for a period of five Date and ending on the date which is three (53) years after following the Closing Date, such Selling Party he shall not, within the United States of America, without the prior written consent of Buyer and except for the ownership of less than two percent (i2%) will keep confidential all Proprietary Information, (ii) will notof the outstanding voting securities of an entity whose voting securities are traded on a national securities exchange or quoted on a recognized automated quotation system, directly or indirectly, disclose either on his own behalf or on the behalf of any Proprietary Information other Person, own, manage, control, participate in, consult with, render services for, permit his name to any third party be used in connection with or use any Proprietary Information in any way and (iii) will notother manner engage in all or any portion of the Business, directly as it is being conducted as of the date of this Agreement. For purposes of this Section 9.3, the term “participate” includes any direct or indirectly, misuse, misappropriate or exploit any Proprietary Information indirect interest in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the Closing enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, seller, franchisor, franchisee, creditor or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosureowner. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees Restricted Seller agrees, severally and not jointly, that, from and after the Closing for a period beginning on the date of this Agreement and ending on the date two (2) years after following the Closing Date, each such Selling Party shall notneither he nor his Affiliates or representatives will, directly or indirectly: (a) deliberately take any action that would interfere with , (i) solicit for employment any contractual or customer relationship of the Company or its Affiliates in respect of the Business Continuing Employees or (ii) call on, solicit, or provide services to any relationship Person who at any time during the two (2) year period prior to the Closing Date was a customer, client or licensee of the Company (a “Business Client”) for the purpose of providing to such Person services or its Affiliates with its respective employees in respect products that are within the Business (as it is conducted as of the Closing Date), or encourage, induce or solicit, or attempt to encourage, induce or solicit, any Business or (b) solicit Client to cease doing business with the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its AffiliatesCompany; provided, however, that an employee it is understood that this Section 9.3(b) shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained hereinnot, in the event a Selling Party violates any case of its obligations under this Section 7.5clause (i), Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent prohibit generalized solicitations by advertising and the Company irreparable harm like which may are not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified directed to the extent necessary to make it enforceable by such court or agencyContinuing Employees.

Noncompetition and Nonsolicitation. During the period commencing with the Execution Date and ending on the third (a3rd) Each Selling Party understands and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details anniversary of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after the Closing Date, such Selling Party neither Seller or any of its principal shareholders agreeing to be bound by this Section 6.8 shall: (ia) will keep confidential all Proprietary Information, (ii) will not, directly enter into competition with Purchaser by establishing a remote alarm system monitoring center in the State of New Jersey or indirectly, disclose providing third party alarm system monitoring or similar services to those provided by the Purchased Business from any Proprietary Information location to any third party person within twenty five (25) miles of any location where Purchaser or use any Proprietary Information in any way and (iii) will not, directly affiliate or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result subsidiary of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in Purchaser provides such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure.services; (b) Each solicit any Dealer or Subscriber for the purposes of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take providing any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek similar to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee those provided by the Company Purchased Business, either by such party or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, by any other person or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated.entity; (c) Notwithstanding anything reveal the customer list of Seller and the Purchased Business to any person; (d) employ any employee of Purchaser or its affiliates or subsidiaries, or solicit or encourage any such employee to terminate his employment with any of the contrary contained hereinforegoing; or (e) take any other action which is intended to, or which would reasonably be expected to: (f) adversely affect Purchaser's interest in any Account; (g) adversely affect Purchaser's interest in the event Purchased Business; (h) adversely affect Purchaser's contractual relationship with any Dealer or Subscriber; or (i) discourage any Dealer, Subscriber or supplier from continuing its business relationship with Purchaser after the Closing Date on the same terms as were maintained with Seller. Notwithstanding any other provision of this Agreement, Seller agrees that neither money damages nor arbitration would be a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity sufficient remedy for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation breach of this Section 7.5 would cause Parent 6.8 and that the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company Purchaser shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that ifspecific performance, in any action before any court injunctive relief or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.other equitable relief as a

Noncompetition and Nonsolicitation. You acknowledge that following the termination of your employment from NCR, you will be in a position to compete unfairly with the Company as a result of the confidential information, trade secrets, and knowledge about NCR’s business, operations, customers, employees and trade connections that you have acquired or will acquire in connection with your employment. You therefore agree to enter into the restrictions in this Agreement for the purpose of protecting NCR’s business interests and the confidential information, goodwill and the stable trained workforce of NCR and its subsidiaries and affiliates, including but not limited to any parent companies or subsidiaries (collectively for purposes of this Section, “NCR”). In exchange for the consideration you are receiving pursuant to the terms of this Agreement, including without limitation the potential future vesting of equity awards under this Agreement (for avoidance of doubt, the obligations herein shall bind you without regard to whether any equity has vested as of the time of any violation of the terms of this Section), you agree that during your employment with NCR and for a twelve-month period after its termination (or if applicable law mandates a maximum time that is shorter than twelve months, then for a period of time equal to that shorter maximum period) (the “Restricted Period”), regardless of the reason for termination, you will not yourself or through others, without the prior written consent of the Chief Executive Officer of NCR: (a) Each Selling Party understands and acknowledges that such Selling Party has had access to and has learned [I: FOR EMPLOYEES GRADE 18 AND ABOVE AS OF THE DATE OF THIS AGREEMENT] perform services, directly or indirectly in any capacity (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secretsas an employee, processesconsultant, patent and trademark applicationsowner or member of a board of directors), product development(i) of the type conducted, priceauthorized, customer and supply listsoffered, pricing and marketing plansor provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, policies and strategiesservices, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information systems or solutions that are similar to or serve substantially the same functions as those with respect to which you worked for NCR within the Business last two years of your NCR employment; (collectivelyiii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in this Section 11 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (i)); and (iv) anywhere within the United States, or in any State or territory thereof, if you worked in the United States at any time within your last two years of NCR employment, or in any country in which NCR does or did business during your NCR employment and in which you worked at any time within your last two years of NCR employment, all of which States, territories or countries are deemed to be separately set forth here and the names of which are incorporated by reference; (a) [II: FOR EMPLOYEES GRADE 17 AND BELOW AS OF THE DATE OF THIS AGREEMENT] perform services, directly or indirectly in any capacity (including, without limitation, as an employee, consultant, owner or member of a board of directors), (i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve substantially the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Proprietary Information”Competing Organizations” either on the list below in this Section 11 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (i)); and (iv) within the territory where or for which (including types, classes or tiers of customers if no geographic territory was assigned to you) you performed such services within the two years preceding your termination. (b) perform services, directly or indirectly in any capacity (including, without limitation, as an employee, consultant, owner or member of a board of directors), (i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve substantially the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; and (iii) on behalf of any named “Competing Organization” either on the list below in this Section 11 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (i)); (c) directly or indirectly (including without limitation assisting third parties) recruit, hire or solicit, or attempt to recruit, hire or solicit any employee of NCR, or induce or attempt to induce any employee of NCR, to terminate his or her employment with NCR; (d) directly or by assisting others, solicit or attempt to solicit the business of any NCR customers or prospective customers with which you had material contact during the last two years of your NCR employment, for purposes of providing products or services that are competitive with those provided by NCR and its Affiliates. Each Selling Party agrees that“Material contact” means the contact between you and each customer or prospective customer (i) with which you dealt on behalf of NCR, from (ii) whose dealings with NCR were coordinated or supervised by you, (iii) about whom you obtained confidential information in the ordinary course of business as a result of your association with NCR, or (iv) who receives products or services authorized by NCR, the sale or provision of which results or resulted in compensation, commissions, or earnings for you within the two years prior to the date of the your termination. (e) All references to “NCR” in this Section 11 shall be deemed to include its Subsidiaries and after Affiliates, and references to “NCR employment” shall be deemed to include your employment, if any, by a company the Closing stock or substantially all the assets of which NCR has acquired. As a non-limiting example, a reference to the “last two years of your NCR employment” may include both time as an NCR employee and time as a Retalix Ltd or Digital Insight employee. (f) The covenants contained within this Section 11 are a material component of the consideration for this Agreement. If you breach any of these covenants, NCR shall be entitled to all of its remedies at law or in equity, including but not limited to money damages and injunctive relief. In the event of such a breach, in addition to NCR’s other remedies, any unvested Stock Units will be immediately forfeited and deemed canceled, and you agree to pay immediately to NCR the Fair Market Value of any Stock Units that vested during the eighteen (18) months prior to the date of your Termination of Employment (or if applicable law mandates a maximum time that is shorter than eighteen (18) months, then for a period of five time equal to the shorter maximum period), without regard to whether you continue to own the shares associated with such Stock Units or not. (5g) years The Restricted Period shall be tolled and suspended during and for the pendency of any violation of its terms, and for the pendency of any legal proceedings to enforce any of the covenants set forth herein, and all time that is part of or subject to such tolling and suspension shall not be counted toward the twelve-month duration of the Restricted Period. By way of example, if immediately following your departure from NCR you accept employment with a competitor that is prohibited by the noncompetition covenant contained in this Section 11, and work for such competitor for six months before NCR obtains a judicial or arbitral order terminating or modifying that employment, your twelve-month noncompetition period shall not commence until after you have commenced compliance with that order. This subsection (g) shall not have any effect and shall be deemed omitted from this Agreement in any jurisdiction that prohibits such tolling provisions. (h) Subsections (a) and (b) of this Section 11 do not apply to you if, following the Closing Datetermination of your NCR employment, you continue to reside or work in California, or if you continue to reside or work in a country that mandates, as a non-waiveable condition, continued pay during the Restricted Period, unless NCR advises you it will tender such Selling Party pay, which shall be in the minimum amount required by local law. (i) will keep confidential all Proprietary InformationFor purposes of this Agreement, “Competing Organizations” shall be the following as of the Grant Date including the subsidiaries and affiliates of each. Please note that non-competition provisions in this or other NCR agreements or plans are not limited to the identified Competing Organizations, and that other companies may qualify as competitors under other provisions of the NCR plans or agreements, including this Agreement, and that NCR employees may be restricted from accepting employment or other work from such other companies, subject to the terms of the relevant NCR plan or agreement. The list of Competing Organizations is updated and revised from time to time, and such updated lists shall be deemed a part of this Agreement; updated lists can be obtained from the NCR intranet website at: ▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇/index.php?option=com_content&view=frontpage&Itemid=8175. ACI Worldwide GK Software Oracle (iiincluding Micros) will notAldata Global Payments PAR Technology Alkami Glory Pinnacle Corporation Alliance (Australia) GRG Banking Equipment PMI Allure Global Solutions, directly Inc. GRG International Q2 Alpha Paper Hewlett-Packard Corporation QSR Automations Altametrics Hewlett-Packard Enterprises ▇▇▇▇▇ & Schlinmann App Hitachi Retail Pro International Appetize Hitachi-Omron Term Sys(Leadus) Retaligent APTOS Hot Schedules Revel Arinc. HP Inc. RiteMadec Bematech- See TOTVS SA IBM Corporation ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ IER RTC Quaterion Group ▇▇▇▇▇▇▇▇▇/Pendum Infor Schades-Heipa Bypass Itasca ShopKeep Cenveo ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ CompuCom KAL (Korala Associates) SITA Computer Sciences Corporation Kiosk Info Sys (KIS) Spartan Crunchtime Kyrus – See Tolt Industries SPSS Cuscapi Leadus – See Hitachi Task Retail DATA Business Forms LG N-Sys TeleSource Diebold/Wincor Nixdorf LOC Software Tillster Dimension Data Logicalis Toast POS Documotion LoyaltyLab Tolt Eastcom M19 Retail Tolt Solutions (including Kyrus) ECRS Magstar Toshiba TEC eRestaurant Systems Malauzai TOTVS SA (including Bematech) Escalate Manhattan Associates Unisys FIS MaxStick Vista Fiserv McDermott Vsoft Fourth Ltd Micros – See Oracle Wescom Resources Group Fujitsu Mobile Travel Technologies Wincor-Nixdorf – See Diebold FuturePOS Nautilus Hyosung WS Packaging Getronics Nscglobal Zonal Retail Data Gilbarco ▇▇▇▇▇▇-▇▇▇▇ OKI (j) In the event that you receive an offer of employment or indirectlya request to provide services from an organization specified above or described above, disclose any Proprietary Information either during your employment or during the term of the Restrictive Period, you shall provide immediately to any third party such person, company or use any Proprietary Information in any way other entity a full and accurate copy of this Agreement and advise him/her or it of your obligations under it. (iiik) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Agreement are acknowledged by the parties to be reasonable in all respects. Each clause constitutes an entirely separate and independent restriction and the duration, extent and application of each of the restrictions are no greater than is necessary for the protection of NCR’s interests. If any portion of this Section 7.5(a) 11 is held unenforceable, it shall be severed and shall not apply to affect any information which (x) is at the Closing or thereafter becomes available to the public other than as a result part of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosurethis Agreement. (bl) Each This Agreement is entered into electronically. You hereby waive any local requirement, to the extent one exists or may exist, of original ink signatures on paper documents. (m) The governing law clause of this Agreement, for employees who work or reside outside the Selling Parties set forth in Schedule 7.5(b) further agrees thatUnited States, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) be the law of the country where such employee responded to a general solicitation not targeted to such employeeworks for NCR (as defined above, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminatedincluding its subsidiaries and affiliates). (cn) Notwithstanding anything to In any country outside the contrary contained hereinUnited States where liquidated damages are recoverable under local law, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or that you breach the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise covenants in this Section 7.5 is found 11, you acknowledge that NCR will suffer irreparable damage, and you promise to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified pay NCR on demand damages in a sum equal to the extent necessary to make it enforceable by such court or agency.amount of six months of your salary that was in effect when your NCR employment ended. You acknowledge that this sum represents a reasonable estimate of damages that NCR will suffer, and that, where local law allows, NCR may seek additional compensatory damages

Noncompetition and Nonsolicitation. The Selling Shareholders each acknowledge that but for their agreement to be bound by the terms of this Section 5.9, SAI would not consummate the transactions contemplated by this Agreement. From the 40 date hereof until the fifth (a5th) Each anniversary of the Closing Date (unless otherwise provided), each Selling Party understands Shareholder agrees that he will refer all inquiries by current or former clients (as of the Closing) of the Company and acknowledges that such Selling Party has had access to and has learned (a) information proprietary its Subsidiaries relating to the business of the Company with respect and its Subsidiaries to the Business SAI, and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) that he will not, directly or indirectly: (a) enter into competition with the Company or SAI, disclose any Proprietary Information or their respective Subsidiaries, by establishing a remote alarm system monitoring center providing monitoring services to any third party location within twenty five (25) miles of any location where the Company, SAI or use any Proprietary Information in any way and (iii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in their respective Subsidiaries provide such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure.services; (b) Each provide, or solicit any Dealer or Subscriber for the purposes of providing, any services similar to those provided by the Selling Parties set forth in Schedule 7.5(b) further agrees thatCompany, from and after the Closing for a period of two (2) years after the Closing DateSAI or their respective Subsidiaries, each such Selling Party shall not, either directly or indirectly: through any other Person. (ac) deliberately take any action that would interfere with (i) any contractual or reveal the customer relationship list of the Company or its Affiliates in respect of the Business or Subsidiaries to any Person; (iid) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of Company, SAI or their respective Subsidiaries or solicit or encourage any such employee by to terminate his or her employment with any of the foregoing (other than employees who have worked primarily for the Transferred Business Units and who accept employment with Morlyn on or prior to Closing), at any time within one year after such employee's termination of employment with the Company or SAI; or (e) for so long as the Company and its Affiliates; providedSubsidiaries are engaged in the Monitoring Business and its other businesses, howevertake any other action which is intended to, that an employee shall or which would reasonably be deemed not to have been solicited if expected to: (i) such employee responded to a general solicitation not targeted to such employeeadversely affect the Company's, SAI's or their respective Subsidiaries' interest in any Contract; (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated.adversely affect the Company's, SAI's or their respective Subsidiaries' contractual relationship with any Dealer or Subscriber; or (ciii) Notwithstanding anything discourage any Dealer, Subscriber or supplier from continuing its business relationship with the Company, SAI or their respective Subsidiaries after the Closing on the same terms as were maintained prior to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriateClosing. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.41

Noncompetition and Nonsolicitation. For a period of three years after the Effective Time (the "Term"): (a) Each Selling Party understands and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) Shareholder will not, directly or indirectlyindirectly (including through a downstream Affiliate), disclose engage or invest in, own (or have more than a 5% ownership interest in), manage, operate, control or participate in the management, operation, control of, any Proprietary Information to any third party or use any Proprietary Information Person engaged in any way and (iii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or anywhere within the Territory (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliatesa "Competing Activity"); provided, however, that an employee a Competing Activity shall be deemed not to have been solicited if in no case include (i) such employee responded to a general solicitation not targeted to such employeethe performance by Shareholder of its obligations under the Commercial Agreements, or (ii) the performance by Shareholder of its obligations related to retaining liability for the UAL Agreement, (iii) subject to Shareholder's obligations under the Commercial Agreements, Shareholder's or any of its Affiliates performing any agreement with a third party requiring Shareholder or such solicitation does not occur until at least ninety Affiliate to refer business to such third party that may compete with the Business or (90iv) days after membership, participation (including as a director, officer, committee or task force member or otherwise) or an ownership interest in any debit card, ATM card, or credit card network (the permitted activities set forth in clauses (i) and (ii) hereinafter being referred to as the "Commercial Activities" and the permitted activities set forth in clauses (i) through (iv) hereinafter being referred to as the "Permitted Activities"); (b) Other than with respect to the Permitted Activities, Shareholder will not, directly or indirectly (including through a downstream Affiliate), induce or attempt to induce any customer, supplier, licensee or other Person to cease doing business with the Company or any of Company Subsidiary or in any way interfere with the relationship between any such employee’s employment has been terminated.customer, supplier, licensee or other business entity and the Company or any Company Subsidiary; and (c) Notwithstanding anything Other than with respect to the contrary contained hereinPermitted Activities, in Shareholder will not, directly or indirectly (including through a downstream Affiliate), solicit the event business of any Person known to Shareholder to be a Selling Party violates any customer of its obligations under this Section 7.5, Parent or the Company may proceed against or any Company Subsidiary, whether or not Shareholder or any such Selling Party Affiliate had personal contact with such Person, with respect to products or activities that compete in law whole or in equity for such damages or other relief as a court may deem appropriatepart with the Business. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in In the event of a breach by Shareholder or any actual or threatened violation Affiliate thereof of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise set forth in this Section 7.5 is found to 6, the term of such covenant will be unreasonable and for that reason unenforceable, then extended by the period of the duration of such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencybreach.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands and acknowledges a. Executive agrees that such Selling Party has had access to and has learned (a) information proprietary to the Company during his or her employment with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details for the later of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Informationtwelve (12) months following the termination of that employment if Executive is not entitled to receive severance payments pursuant to this Agreement, (ii) will not, directly or indirectly, disclose any Proprietary Information to any third party or use any Proprietary Information in any way and (iii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship the last day of the Severance Period or Extended Severance Period if Executive is entitled to receive severance payments pursuant to this Agreement, Executive will not directly or indirectly own, manage, control, participate in, lend his or her name to, become an employee of, act as consultant or advisor to, or render services to, any competitor to the Company in the television home shopping business, the infomercial business, or its Affiliates any internet sites or catalog business that directly compete with its respective employees in respect the Company. b. Executive agrees that during his or her employment with the Company, and for the later of (i) twelve (12) months following the termination of that employment if Executive is not entitled to receive severance payments pursuant to this Agreement, or (ii) the last day of the Business Severance Period or (b) solicit the services of (as employeeExtended Severance Period if Executive is entitled to receive severance payments pursuant to this Agreement, consultant Executive will not hire or otherwise) or seek attempt to cause to leave the employ of the Company or any of its Affiliates induce any employee of the Company to leave his or her employ, or in any other way interfere with the Company's employment relationships. c. Executive agrees that during his or her employment with the Company, and for the later of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded twelve (12) months following the termination of that employment if Executive is not entitled to a general solicitation not targeted receive severance payments pursuant to such employeethis Agreement, or (ii) such solicitation does the last day of the Severance Period or Extended Severance Period if Executive is entitled to receive severance payments pursuant to this Agreement, Executive will not occur until at least ninety (90) days after such employee’s employment has been terminatedattempt to induce any customer, supplier, franchisee, licensee, or other business relation of the Company to cease doing business with the Company, or in any other way interfere with the Company's business relationships. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore d. Executive agrees that in the event that he or she violates any of any actual or threatened violation of his obligations under this Section 7.5, Parent or Paragraph that the Company shall will be entitledirreparably injured and that monetary damages will be insufficient to address that injury. Accordingly, Executive agrees that the Company may obtain immediate injunctive relief to enjoin any future violations, in addition to any other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencyavailable at law.

Noncompetition and Nonsolicitation. (a) Each Selling During the Restricted Period, each Seller Party understands shall not, and acknowledges that such Selling Party has had access Seller Parent shall cause each Seller Parent Subsidiary to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) will not, directly or indirectly, disclose engage in or operate, or acquire, manage or control any Proprietary Information other Person engaged in, the business of purchasing Consumer Leads from Persons who are not Seller Parent Subsidiaries, who generate the Consumer Leads on the internet, and reselling such Consumer Leads directly or indirectly to any third party automotive vehicle manufacturer or use to any Proprietary Information new and used automotive vehicle dealer. Notwithstanding the foregoing, the Seller Parent and Seller Parent Subsidiaries shall not be restricted from (i) generating Consumer Leads on or through websites owned by, or operated exclusively on behalf of, Seller Parent and/ or any Seller Parent Subsidiary, or from taking actions to drive traffic to such websites in order to generate Consumer Leads, including through internet advertising or paying an internet traffic coordinator or similar person, and then reselling or otherwise distributing such Consumer Leads directly to new and used automotive vehicle dealers (whether or not owned or operated by Seller Parent) or to Purchaser, or (ii) purchasing or otherwise acquiring Consumer Leads from Persons who are not Affiliates of Seller Parent and reselling or otherwise distributing such Consumer Leads to Purchaser or to new and used automotive vehicle dealers that are owned or operated by any way Seller Parent Subsidiary. At the option of Seller Parent, exercisable in its sole and absolute discretion by thirty (iii30) days' prior written notice to Purchaser, the Restricted Period may be shortened, and the restrictive covenants in this Section 5.4(a) thereby terminated early, on any day on or after the second anniversary of the Closing Date, in exchange for a cash payment to be made by Seller Parent to Purchaser in the amount of Two Million Five Hundred Dollars ($2,500,000). This early termination of the restrictive covenants in this Section 5.4(a) will be effective upon expiration of such thirty (30)-day notice period and is conditioned upon Purchaser's receipt of Seller Parent's Two Million Five Hundred Dollars ($2,500,000) payment, which will be made by wire transfer of immediately available funds to Purchaser on or before the expiration of such thirty (30)-day notice period. If Seller Parent does not elect to shorten the Restricted Period, then Seller Parent shall have no obligation to pay such Two Million Five Hundred Dollars ($2,500,000) to Purchaser and the Restricted Period will continue to run until the third anniversary of the Closing Date. (b) During the Restricted Period, without the prior written consent of the Purchaser, each Seller Party will not, and will cause each Seller Parent Subsidiary to not, directly or indirectly, misusesolicit for employment or hire any Transferred Business Employee while such Transferred Business Employee is employed by Purchaser or any of its Affiliates (including the Company) or any Transferred Business Employee who was employed by Purchaser or any of its Affiliates (including the Company) within six (6) months prior to such time, misappropriate or exploit cause, induce, influence or encourage to terminate, reduce or modify any Proprietary Information Transferred Business Employee's relationship with the Purchaser or any of its Affiliates (including the Company) while so employed. Notwithstanding the foregoing, no Seller Party shall be deemed to have violated the covenants in this Section 5.4(b) (i) by publishing or running advertisements and general solicitations in or through any print, broadcast, internet, direct mail or other medium to generally solicit qualified job applicants to apply for employment opportunities within Seller Parent or any Seller Parent Subsidiary and not specifically directed to any Transferred Business Employee, (ii) hiring any Transferred Business Employee who is terminated by Purchaser or Company within six (6) months following the Closing Date, provided that no breach of the foregoing provisions of this Section 5.4(b) has occurred with respect to such Transferred Business Employee. (c) During the Restricted Period, without the prior written consent of the Purchaser, each Seller Party will not, and will cause each Seller Parent Subsidiary to not, directly or indirectly, cause, induce, influence, encourage or solicit any Material Business Relationship or any other customer, vendor or supplier that is a party to any Assumed Contract (other than Seller Parent or any Seller Parent Subsidiary) to terminate or modify in any wayrespect any such relationship with the Company. Notwithstanding the foregoing sentence, Seller Parent and any Seller Parent Subsidiary may enter into any relationship with any customer, vendor or supplier of the Business, including any Material Business Relationship, provided that Seller Parent and such Seller Parent Subsidiaries comply with the restrictions set forth in Section 5.4(a) of this Agreement. (d) The Parties acknowledge that the restrictions contained in this Section 7.5(a) shall not apply 5.4 are reasonable and necessary to any information which (x) is at protect the Closing or thereafter becomes available legitimate interests of the Purchaser and its Affiliates and constitute a material inducement to the public Purchaser to enter into this Agreement and consummate the Transactions. In the event that any covenant contained in this Section 5.4 should ever be adjudicated to exceed the time, geographic, product or service or other than as a result of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed limitations permitted by applicable requirements of law; providedLaw in any jurisdiction, thatthen any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such eventjurisdiction to the maximum time, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent geographic, product or the Company to seek a protective order service or other appropriate remedy with respect to such disclosure. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee limitations permitted by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bondapplicable Law. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise covenants contained in this Section 7.5 is found to be unreasonable 5.4 and for that reason unenforceable, then each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such term, restriction, covenant or promise provision as written shall be deemed modified to not invalidate or render unenforceable the extent necessary to make it enforceable by remaining covenants or provisions hereof, and any such court invalidity or agencyunenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands During the Term and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after one year thereafter , the Closing Date, such Selling Party Executive (i) will keep confidential all Proprietary Information, (ii) will not, directly or indirectly, disclose any Proprietary Information to any third party whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or use any Proprietary Information otherwise, engage, participate, assist or invest in any way Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Employer); and (iii) will not, directly refrain from soliciting or indirectly, misuse, misappropriate encouraging any customer or exploit any Proprietary Information in any waysupplier to terminate or otherwise modify adversely its business relationship with the Employer. The Executive understands that the restrictions contained set forth in this Section 7.5(a8(d) shall not apply are intended to any information which (x) is at protect the Closing or thereafter becomes available to the public other than as a result Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such eventthis Agreement, the Selling Party making such disclosure term “Competing Business” shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each mean any of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for following: a period of two (2) years after the Closing Date, each such Selling Party shall not, directly media company that publishes technology-related content or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that ifoperates technology-related events and, in any action before any court case, derives its revenue from selling products and services similar to products and services offered by the Employer to customers and prospects similar to Employer’s own customers and prospects. The Executive acknowledges that the following specific companies are considered competitors of Employer; CNET, IDG, Accela Communications, CMP, Ziff ▇▇▇▇▇, PennWell, JupiterMedia, 101 Communications, Penton Media, IT Toolbox CRMGuru, NewsFactor, Sys-Con, Fawcete, Digital Consulting, Byte & Switch, Haymarket Media/West Coast Publishing, SANS Institute, Computer Security Institute, ▇▇▇▇ Expo and MIS Training Institute. The Executive further acknowledges that the specific companies mentioned as competitors create only a limited list of potential competitors and that other companies or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found entities maybe deemed to be unreasonable competitors based on the nature of their products and for that reason unenforceableservices and how they compete in the marketplace against Employer’s customers and prospects. At the Executive’s request, then such termEmployer will update the listing of specific companies mentioned above. Notwithstanding the foregoing, restriction, covenant the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencyis affiliated with a Competing Business.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands The Sellers acknowledge that the Company has over many years devoted substantial time, effort and acknowledges resources to developing their trade secrets and other confidential and proprietary information, as well as the Company’s relationships with customers, suppliers, independent contractors, employees and others doing business with the Company; that such Selling Party has had relationships, trade secrets and other information are vital to the successful conduct of the Company’s businesses in the future; that because of the Sellers’ access to the Company’s confidential information and has learned (a) information proprietary trade secrets, the Sellers would be in a unique position to divert business from the Company and to commit irreparable damage to the Company were the Sellers to be allowed to compete with respect the Company or to commit any of the other acts prohibited below; that the enforcement of the restrictive covenants against the Sellers would not impose any undue burden upon any Seller; that the time, scope, geographic area and other provisions contained in this Section 5.7 are reasonable and necessary to protect the goodwill and business of the Company; and that the ability to enforce the restrictive covenants against the Sellers is a material inducement to the Business and (b) other information proprietary decision of Purchaser to consummate the Companytransactions contemplated by this Agreement. Accordingly, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to during the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after period commencing on the Closing for a period of Date and ending on the five (5) years after year anniversary of the Closing DateDate (the “Non-Compete Period”): (a) no Seller will, such Selling Party (i) will keep confidential all Proprietary Information, (ii) will notanywhere in the Restricted Area, directly or indirectly, disclose whether as a principal, agent, employee or otherwise, or alone or in association with any Proprietary Information to any third party Person, own, share in the earnings of, invest in the stock, bonds or use any Proprietary Information other securities of, manage, operate, control, participate in the ownership, management, operation, or control of, finance (whether as a lender, investor or otherwise), guaranty the obligations of, be employed by, associated with, or otherwise aid or assist in any way manner any Person that is engaged in the Business (a “Competing Activity”). The Sellers will not be in violation of this Section 5.7 solely by reason of investing in stock, bonds or other securities of any Person engaged in a Competing Activity (but without otherwise participating in such business), if (i) such stock, bonds or other securities are listed on any national securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934 and (iiiii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall such investment does not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, thatexceed, in such eventthe case of any class of the capital stock of any one issuer, 5% of the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice issued and outstanding shares of such requirement to Parent to enable Parent or capital stock, or, in the Company to seek a protective order case of bonds or other appropriate remedy with respect to such disclosuresecurities, 5% of the aggregate principal amount thereof issued and outstanding. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, no Seller will directly or indirectly: (a) deliberately take any action that would interfere with indirectly (i) solicit the business of any contractual Person who is a customer of the Company for the purpose of providing any product or customer service that constitutes a Competing Activity, (ii) cause, induce or attempt to cause or induce any customer, supplier, independent contractor, licensee, licensor, or franchisee or other business relation of the Company to cease or reduce the extent of its business relationship with the Company or to deal with any competitor of the Company or (iii) in any way interfere with the relationship between the Company and any of its Affiliates in respect of the Business customers, suppliers, licensees, licensors, franchisees or other business relations; (iic) no Seller will directly or indirectly for itself or any relationship other Person attempt to employ, employ or enter into any contractual arrangement with any employee of the Company (or its Affiliates with its respective employees in respect any former employee of the Business or (b) solicit Company unless such former employee has not been employed by the services Company for a period in excess of (as employee, consultant or otherwisetwelve months) or seek otherwise recruit, hire, solicit, cause, induce or attempt to cause or induce any such employee to leave his or her employment with the employ Company or in any way interfere with the relationship between the Company and any of its employees; and (d) no Seller will disparage Purchaser, the Company or any of its Affiliates their respective directors, officers, managers, employees or agents. Each Seller acknowledges that it would be difficult to fully compensate Purchaser for damages resulting from any employee breach by them of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation provisions of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages5.7. Each Selling Party therefore agrees that Accordingly, in the event of any actual or threatened violation breach of this Section 7.5such provisions, Parent or the Company Purchaser shall be entitled, (in addition to any other remedies that which it may have, ) be entitled to a temporary restraining order and to preliminary and final and/or permanent injunctive relief against a Selling Party to prevent any violations of this Section 7.5enforce such provisions and recover attorneys’ fees and costs for same, if Purchaser prevails, and such relief may be granted without the necessity of proving actual damages or the inadequacy of money damages, or posting a bond. The prevailing party in In the event that any action commenced under action, suit or proceeding shall be brought against a Seller for the enforcement of this Section 7.5 5.7, the calculation of the Non-Compete Period shall also be entitled to receive reasonable attorneys’ fees and court costs. It is not include the intent and understanding period of each party hereto that iftime commencing with the filing of the action, in any action before any court suit or agency legally empowered proceeding to enforce this Section 7.55.7 through the date of the final judgment or final resolution (including all appeals, any termif any) of such action, restriction, covenant suit or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencyproceeding.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands and Noncompetition. THIS SECTION 10(a) SHALL HAVE NO FORCE OR EFFECT, AND SHALL NOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE CHAIRMAN PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT SHALL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE CHAIRMAN PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Chairman acknowledges that such Selling Party in the course of the Chairman's employment with the Company and its Affiliates and their predecessors, the Chairman has had access and will continue to become familiar with the trade secrets of, and has learned (a) other confidential information proprietary concerning, the Company and its Affiliates and their predecessors, that the Chairman's services will be of special, unique and extraordinary value to the Company with respect and its Affiliates and that the Company's ability to accomplish its purposes and to successfully pursue its business plan and compete in the marketplace depends substantially on the skills and expertise of the Chairman. Therefore, and in further consideration of the compensation being paid to the Business and (b) other information proprietary to Chairman hereunder, the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party Chairman agrees that, from during the Employment Period and after the Closing for a period of five twelve months following the Chairman's termination of employment with the Company for any reason other than a termination of employment in which Section 9(d) hereof applies (5) years after in which case the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) will not, directly or indirectly, disclose any Proprietary Information to any third party or use any Proprietary Information in any way and (iii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained set forth in this Section 7.5(a) 10 shall not apply to any information which apply) (x) is at the Closing or thereafter becomes available to "Restricted Period"), the public other than as a result of a disclosure, Chairman shall not directly or indirectlyindirectly own, by a Selling Partymanage, control, participate in, consult with, render services for, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, any manner engage in any business competing with the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship businesses of the Company or its Affiliates Affiliates, in respect of the Business or (ii) any relationship of country where the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliatesconducts business; provided, however, that an employee shall be deemed not passive investments amounting to have been solicited if (i) such employee responded to no more than three percent of the voting equity of a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent business and the Company irreparable harm which may Chairman's other current positions and activities described in Section 3 shall not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencyprohibited hereby.

Noncompetition and Nonsolicitation. The Executive and the Company acknowledge and agree that the noncompetition provisions of Section 7(d) of the Prior Agreement are unaffected by this Agreement, are reproduced, unaltered, in this subsection (a) Each Selling Party understands d), and acknowledges that such Selling Party has had access to and has learned (a) information proprietary remain in full effect, without the need for additional consideration therefor, notwithstanding the changes to the Executive’s employment described in this Agreement. To the extent that additional consideration is deemed required for this subsection (d), the Executive agrees that the Executive’s eligibility for cash and equity incentive compensation under this Agreement is, in each case and independent of the other, mutually agreed upon, fair and reasonable consideration for this subsection (d) that the Company would not provide the Executive absent the Executive’s agreement to this subsection (d) and the other covenants in this Section 7. The Executive agrees that the Company has advised the Executive to seek the advice of counsel with respect to this Agreement, including this subsection (d), and that the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, Effective Date is more than 10 business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and days after the Closing date the Executive received this Agreement. During the Executive’s employment with the Company and for a period 12 months thereafter, regardless of five (5) years after the Closing Datereason for the termination, such Selling Party (i) will keep confidential all Proprietary Information, (ii) the Executive will not, directly or indirectly, disclose any Proprietary Information to any third party whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or use any Proprietary Information otherwise, engage, participate, assist or invest in any way Competing Business (as hereinafter defined). During the Executive’s employment with the Company and for 24 months thereafter, regardless of the reason for the termination, the Executive: (i) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Company (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Company); and (iiiii) will not, directly refrain from soliciting or indirectly, misuse, misappropriate encouraging any customer or exploit any Proprietary Information in any waysupplier to terminate or otherwise modify adversely its business relationship with the Company. The Executive understands that the restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each of the Selling Parties set forth in Schedule 7.5(bthis subsection (d) further agrees that, from are intended to protect the Company’s interest in its Confidential Information and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as established employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; providedcustomer and supplier relationships and goodwill, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of such restrictions are reasonable and appropriate for this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencypurpose.

Noncompetition and Nonsolicitation. Seller acknowledges that the Precoat Subsidiaries have over many years devoted substantial time, effort and resources to developing the Precoat Subsidiaries’ trade secrets and other confidential and proprietary information, as well as the Precoat Subsidiaries’ relationships with customers, suppliers, employees and others doing business with the Precoat Subsidiaries; that such relationships, trade secrets and other information are vital to the successful conduct of the Precoat Subsidiaries’ businesses in the future; that because of Seller’s access to the Precoat Subsidiaries’ confidential information and trade secrets, Seller would be in a unique position to divert business from the Precoat Subsidiaries and to commit irreparable damage to the Precoat Subsidiaries were Seller to be allowed to compete with the Precoat Subsidiaries or to commit any of the other acts prohibited below; that the enforcement of the restrictive covenants against Seller would not impose any undue burden upon Seller; and that the ability to enforce the restrictive covenants against Seller is a material inducement to the decision of Buyer to consummate the transactions contemplated by this Agreement. Accordingly: (a) Each Selling Party understands during the period commencing on the Closing Date and acknowledges that such Selling Party has had access to and has learned ending on the second (a2nd) information proprietary to anniversary of the Company with respect to Closing Date (the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary InformationRestricted Period”). Each Selling Party agrees that, from and after the Closing for a period neither Seller nor any of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) will notits controlled Affiliates will, directly or indirectly, disclose any Proprietary Information to any third party or use any Proprietary Information engage in any way and (iii) will notbusiness anywhere in the world that competes with the Precoat Business, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) as the Precoat Business is at operated as of the Closing Date, or thereafter becomes available to the public own an interest in, manage, operate, join, control, lend money or render financial or other than assistance to, or participate in as a result partner, stockholder, consultant or similar role, any Person that is engaged or planning to become engaged in a business that competes with the Precoat Business, as the Precoat Business is operated as of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of lawthe Closing Date; provided, however, that, for the purposes of this Section 5.19(a), passive or non-controlling ownership of securities having no more than 5% of the outstanding voting power of any Person which are listed on any national securities exchange will not be deemed to be in violation of this Section 5.19(a) as long as the Person owning such event, securities has no other connection or relationship with such Person. The Restricted Period will be extended by the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice length of such requirement to Parent to enable Parent any period during which Seller or any of its controlled Affiliates is in breach of the Company to seek a protective order or other appropriate remedy with respect to such disclosureterms of this Section 5.19(a). (b) Each during the Restricted Period, neither Seller nor any of its controlled Affiliates will directly or indirectly, for itself or on behalf of or in conjunction with any other Person, (i) solicit any director, manager, officer, or managerial, supervisory or equivalent employee (each, a “Restricted Employee”) who is, at the time the individual is solicited, an employee of any Precoat Subsidiary for the purpose or with the intent of soliciting such Restricted Employee away from or out of the Selling Parties set forth in Schedule 7.5(b) further agrees thatemploy any Precoat Subsidiary, from and after the Closing or employ or offer employment to any individual who was or is a Restricted Employee unless such individual has ceased to be employed by any Precoat Subsidiary for a period of two at least six (26) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business months prior thereto or (ii) solicit, induce or attempt to solicit or induce any relationship of the Company material customer, strategic partner, supplier, distributor or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employeelandlord of, consultant or otherwise) or seek to cause to leave the employ of the Company or any other Person with a material business relationship with, any Precoat Subsidiary to cease or reduce the extent of its Affiliates any employee of the Company during employment of business relationship with such employee by the Company or its AffiliatesPrecoat Subsidiary; provided, however, that an employee shall this Section 5.19(b) will not be deemed not to have been solicited if (i) such employee responded prohibit Seller or any of its Affiliates from engaging in general advertising or solicitation that may be targeted to a general solicitation particular geographic or technical area but that is not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated.towards employees of any Precoat Subsidiary; and (c) Notwithstanding anything to during the contrary contained hereinRestricted Period, in the event a Selling Party violates neither Seller nor any of its obligations controlled Affiliates will disparage Buyer or the Precoat Subsidiaries; provided, however, that this Section 5.19(c) is not applicable to (i) truthful testimony obtained through subpoena, (ii) truthful information provided pursuant to any investigation by a Governmental Authority or (iii) truthful information provided pursuant to any Action asserted in good faith by Seller against Buyer or any Precoat Subsidiary under this Section 7.5, Parent Agreement or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencyTransaction Documents.

Noncompetition and Nonsolicitation. (a) Each Selling Party Employee understands the global nature of Company’s businesses and acknowledges that such Selling Party has had access the effort Company undertakes to develop and has learned (a) information proprietary to the Company with respect to the Business protect its business and (b) other information proprietary to the Companycompetitive advantage. Accordingly, including, without limitation, trade secrets, processes, patent Employee recognizes and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from in light of Employee’s high level of responsibility, broad access to personnel and after unique position of trust and influence with Company, the Closing scope and duration of the restrictions described in the Agreement are reasonable and necessary to protect the legitimate business interests of Company. Notwithstanding anything in the Agreement or this Addendum A to the contrary, all retention benefits under this Agreement are conditioned expressly on Employee’s compliance with each of the restrictive covenants of this Addendum A. During the period set forth in each subsection below following Employee’s Termination Date (as defined in the Agreement) (in each case, the “Restricted Period”), Employee shall not: a) for a period of five twenty-four (524) years months after the Closing Employee’s Termination Date, directly or indirectly become employed by, enter into a consulting arrangement with or otherwise agree to perform services for a Competitor operating in the Applicable Geographical Area or acquire an ownership interest in such Selling Party a Competitor, other than an equity interest in a publicly-traded Competitor that does not exceed two percent (i2%); b) will keep confidential all Proprietary Informationfor a period of twenty-four (24) months after Employee’s Termination Date, (ii) will notfor or on behalf of Employee’s account or jointly with another, either directly or indirectly, disclose on behalf of Employee or any Proprietary Information to any third party or use any Proprietary Information in any way and (iii) will notindividual, directly or indirectlypartnership, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Partycorporation, or (y) is required to be disclosed by applicable requirements of law; providedother legal entity, thatas principal agent, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant employee or otherwise) , solicit, influence, entice or seek induce, or attempt to cause solicit, influence, entice or induce any person to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its AffiliatesCompany; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated.or (c) Notwithstanding anything to for a period of twenty-four (24) months after Employee’s Termination Date, directly or indirectly solicit any Customers or Prospective Customers or vendors or potential vendors of Company on behalf of or for the contrary contained herein, in the event benefit of a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencyCompetitor.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands and acknowledges that such Selling Party has had access Subject to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the CompanySection 5.08(b), including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five years from the Closing Date or, if later, five years from the date he is no longer employed by Purchaser, a Company or any of their subsidiaries (5) but in no event later than December 31, 2010, unless such Seller or Executive enters into a new employment agreement with Purchaser or its subsidiaries), no Seller or Executive shall engage, anywhere in the world, in any business competitive with any water related business conducted by the Companies or their subsidiaries, or by Purchaser or its subsidiaries on the Closing Date and on the date such Seller or Executive ceases to be employed by the Companies or their subsidiaries, or the Purchaser or its subsidiaries (the "Water Related Competitive Activities"), including through the ownership of an interest in a business engaged in a Water Related Competitive Activity or by managing such a business. Subject to Section 5.08(b), for a period of two years after from the Closing Date or, if later, two years from the date he is no longer employed by Purchaser, a Company or any of their subsidiaries (but in no event later than four years from the Closing Date, unless such Selling Party (i) will keep confidential all Proprietary InformationSeller or Executive enters into a new employment agreement with Purchaser or its subsidiaries), (ii) will notno Seller or Executive shall engage, directly or indirectlyanywhere in the world, disclose any Proprietary Information to any third party or use any Proprietary Information in any way and (iii) will notbusiness competitive with any non-water related business conducted by the Companies or their subsidiaries, directly or indirectly, misuse, misappropriate by Purchaser or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at its subsidiaries on the Closing Date and on the date such Seller or thereafter becomes available Executive ceases to be employed by the public other than as a result of a disclosure, directly Companies or indirectly, by a Selling Partytheir subsidiaries, or the Purchaser or its subsidiaries (y) is required to be disclosed by applicable requirements of law; provided, that, in such eventthe "Non-Water Related Competitive Activities" and collectively with the Water Related Competitive Activities, the Selling Party making "Competitive Activities"), including through the ownership of an interest in a business engaged in a Non-Water Related Competitive Activity or by managing such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosurebusiness. (b) Each The covenant in Section 5.08(a) shall not (i) apply to any activities conducted by any Seller or Executive on behalf of Purchaser or its affiliates (including the Companies), (ii) be breached as a result of the Selling Parties ownership by any Seller or any Executive of (A) less than 3% of any class of publicly traded equity or debt securities of a person engaged in any Competitive Activity, provided that no Seller controls such person (it being understood that the 3% threshold set forth in Schedule 7.5(bthis subsection (A) further agrees that, from and after the Closing for shall not include any securities held by a period of two (2) years after the Closing Date, each registered investment company in which such Selling Party shall not, directly Seller or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employeeExecutive participates), or (iiB) any interest in any person who, after the date of acquisition of such solicitation does not occur until at least ninety (90) days after interest, commences any Competitive Activity, provided that no Seller controls such employee’s employment has been terminatedperson. (c) Notwithstanding anything For a period of five years from the Closing Date or, if later, five years from the date he is no longer employed by Purchaser, any Company or any of their respective subsidiaries (but in no event later than December 31, 2010 unless such Seller or Executive enters into a new employment agreement with Purchaser or its subsidiaries), no Seller or Executive shall directly or indirectly (i) recruit or solicit for hire or hire or otherwise engage any employees of Purchaser, any Company or their respective subsidiaries or any such person who has terminated his/her relationship with the Purchaser, any Company or their respective subsidiaries within six months prior to such action by Seller or Executive or (ii) encourage or participate in such recruitment, solicitation or hiring. (d) For a period of five years from the Closing Date or, if later, five years from the date he is no longer employed by Purchaser, any Company or any of their subsidiaries (but in no event later than December 31, 2010 unless such Seller or Executive enters into a new employment agreement with Purchaser or its subsidiaries), no Seller or Executive shall directly or indirectly, solicit or do business in any capacity that constitutes Water Related Competitive Activities with any customer of the Purchaser, any Company or any of their respective subsidiaries. (e) For a period of two years from the Closing Date or, if later, two years from the date he is no longer employed by Purchaser (but in no event later than four years from the Closing Date, unless such Seller or Executive enters into a new employment agreement with Purchaser or its subsidiaries), a Company or any of their subsidiaries, no Seller or Executive shall directly or indirectly, solicit or do business in any capacity that constitutes Non-Water Related Competitive Activities with any customer of the Purchaser, any Company or any of their respective subsidiaries. (f) If any provision of this Section 5.08 shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise, so as to be unenforceable by law, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the contrary contained herein, in maximum extent compatible with the event a Selling Party applicable law as it shall then appear. Sellers and Executives agree that if any Seller or Executive violates any of its obligations under the covenants in this Section 7.55.08, Parent or the Company may proceed against such Selling Party in law or in equity for such monetary damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent will be inadequate, and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company Purchaser shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees injunctive relief and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencyspecific performance.

Noncompetition and Nonsolicitation. From the date hereof until the third (a3rd) Each Selling Party understands and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details anniversary of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) Seller will not, directly : (a) enter into competition with Purchaser by establishing a remote alarm system monitoring center providing monitoring services to within twenty five (25) miles of any location where Purchaser or indirectly, disclose any Proprietary Information to any third party or use any Proprietary Information in any way and (iii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result subsidiary of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in Purchaser provides such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure.services; (b) Each provide, or solicit any Dealer or Subscriber for the purposes of providing, any services similar to those provided by the Company, either by Seller or by any other person or entity other than Purchaser or a subsidiary of Purchaser; (c) reveal the customer list of the Selling Parties set forth in Schedule 7.5(bCompany to any person; (d) further agrees thatemploy any employee of Purchaser or its subsidiaries, from and after or any of the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship employees of the Company or its Affiliates in respect solicit or encourage any such employee to terminate his or her employment with any of the Business foregoing; or (e) take any other action which is intended to, or which would reasonably be expected to: (ii1) adversely affect Purchaser's interest in any Account; (2) adversely affect Purchaser's contractual relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employeeResponse, consultant or otherwise) or seek to cause to leave the employ of the Company UVS or any of its Affiliates any employee of the Company during employment of such employee by the Company Dealer or its AffiliatesSubscriber; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated.or (c3) Notwithstanding anything to the contrary contained hereindiscourage Response, in the event a Selling Party violates UVS or any of Dealer, Subscriber or supplier from continuing its obligations under this Section 7.5, Parent business relationship with Purchaser or the Company may proceed against such Selling Party after the Closing Date on the same terms as were maintained with Seller. For purposes of this paragraph 5.9, the term "Seller" shall also include any corporation, partnership or other business entity in law which Seller now or in the future owns directly or indirectly a controlling equity interest, and the spouse, children, brothers and/or sisters of Seller. Notwithstanding any other provision of this Agreement, Seller agrees that money damages would not be a sufficient remedy for such damages breach of this Section 5.9 and that the Purchaser shall be entitled to specific performance, injunctive relief or other equitable relief as a court may deem appropriate. Each Selling Party acknowledges that a violation remedy for breach of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency5.9.

Noncompetition and Nonsolicitation. (a) Each Selling During the Restricted Period, each Truist Party understands and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to each of its Subsidiaries undertakes, in favor of the Company with respect and its Subsidiaries, to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) will notrefrain from, directly or indirectly, disclose engaging through an interest in any Proprietary Information to any Person or business engaged in distribution and servicing of property and casualty insurance, title insurance, employee benefits and life insurance distribution and/or other insurance services related businesses, including retail insurance distribution, wholesale insurance distribution, general agencies, managing general agencies, managing general underwriting, program management, claims administration and third party or use administration businesses (“Competing Business”); provided that this ‎Section 5.22 shall not restrict any Proprietary Information Person from: (i) owning, operating and otherwise engaging in any way business a Truist Party or any of its Affiliates (x) owns, operates or otherwise engages in as of the date of the Closing (including for the avoidance of doubt, the Truist Parties’ financial advisory and wealth management businesses and its insurance premium finance business) other than the Company and its Subsidiaries or (y) acquires as permitted by ‎Section 5.22(a)(ii) and growing and developing such businesses consistent with the past practice (including as it relates to capital expenditures and recruitment and retention of employees) and in the ordinary course of business of the acquired business prior to such Truist Party’s acquisition thereof; (ii) acquiring any Person or any interest in any Person that engages in a Competing Business (an “Acquisition Target”) so long as the portion of such Acquisition Target’s business that is a Competing Business (the “Acquisition Target’s Competing Business”) accounted for less than 30% of the revenue of such Acquisition Target as measured over the 12-calendar-month period immediately prior to the closing of any such acquisition (the “Restricted Business Threshold”); provided that, if revenue of such Acquisition Target as measured over the 12-calendar-month period immediately prior to the closing of any such acquisition of the Acquisition Target’s Competing Business exceeds the Restricted Business Threshold and the Truist Parties or one or more of their Affiliates directly or indirectly consummates the acquisition of the Acquisition Target, then, such Truist Party-affiliated purchaser shall, within 12 months of the date of the consummation of such acquisition, wind down, sell to the Company (on terms and conditions agreed to in writing by Truist and Buyer Entity 1 in each such party’s sole discretion) or enter into a definitive agreement to divest (and subsequently consummate the divestment of), the Acquisition Target’s Competing Business, in each case, such that the restrictions set forth in this ‎Section 5.22(a)(ii) would not operate to restrict a Truist Party’s ownership of any Acquisition Target; (iii) will notowning not more than 5% of the equity securities of any Person the equity securities of which are subject to the reporting requirements under Section 13 or 15(d) of the Securities Exchange Act; (iv) owning shares of stock in any broad-based mutual fund; or (v) owning, buying, selling, borrowing, lending or otherwise dealing with any equity securities, bonds, derivatives or other financial products in a Truist Party’s or its Subsidiaries and its Affiliates’ performance of its fiduciary duties owed to its customers. (b) During the Restricted Period, each Truist Party and each of its Subsidiaries undertakes, in favor of the Company and its Subsidiaries, not to, directly or indirectly, misusehire, misappropriate employ, engage or exploit solicit for employment or services any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates Subsidiaries with a title of Executive Vice President (or equivalent) or higher as of the Closing Date; provided that this clause (b) shall not prohibit any employee Person from (i) making any general solicitations of employment (including through a public general advertisement or professional executive search firms) not directed solely at the employees of the Company during or any of its Subsidiaries and hiring any employee who responds to such solicitations or (ii) soliciting for employment of or hiring any such employee (A) who has not been employed or engaged by the Company or any of its Affiliates; providedSubsidiaries, howeveras applicable, that an employee shall be deemed not for a period of 90 days prior to have been solicited if (i) the date such employee responded to a general solicitation not targeted to such employeewas first solicited for employment, (B) whose employment or engagement with the Company or any of its Subsidiaries, as applicable, is terminated by the Company or any of its Subsidiaries, as applicable, or (iiC) such who contacts a Truist Party or its applicable Subsidiary on his or her own initiative without any direct or indirect solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminatedfrom a Truist Party or its applicable Subsidiary. (c) Notwithstanding anything Each party hereto acknowledges that the terms of this ‎Section 5.22 are reasonable and necessary in connection with the transactions contemplated by this Agreement. Each party agrees that the restrictions in this ‎Section 5.22 are not more restrictive than necessary to protect the legitimate interests of the Company and its direct or indirect equityholders. If any provision contained in this ‎Section 5.22 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this ‎Section 5.22, but this ‎Section 5.22 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by Applicable Law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the contrary extent such provision would be valid or enforceable under Applicable Law, a court of competent jurisdiction shall construe and interpret or reform this ‎Section 5.22 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein, in the event a Selling Party violates any of its obligations ) as shall be valid and enforceable under this Section 7.5, Parent or such Applicable Law. Each party acknowledges that the Company may proceed against such Selling Party in would be irreparably harmed by any breach of this Agreement and that there would be no adequate remedy at law or in equity damages to compensate the Company for any such damages or other relief as a court may deem appropriatebreach. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore party agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitledentitled to injunctive relief, without having to post bond or other security, requiring specific performance by such Truist Party of this Agreement in addition to any other remedies remedy to which the Company is entitled at law or in equity, and consents to the entry thereof. (d) The Truist Parties and the Buyer Entities hereby agree that it may have, to a temporary restraining order the noncompetition and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise nonsolicitation restrictions set forth in this ‎Section 5.22 shall supersede and replace the provisions of Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to 6.13 of the extent necessary to make it enforceable by such court or agencyA&R LLC Agreement.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands As additional consideration for the NextMedia Parties' agreement to acquire the Assets and to remit the Aggregate Consideration to PNE, PNE has agreed to the noncompetition provision set forth in subparagraph (b) below (the "Restrictive Covenant"). PNE hereby represents and acknowledges that such Selling Party has had access (i) the Restrictive Covenant is being entered into in connection with PNE's sale and contribution of the Assets and (ii) in the absence of PNE agreeing to be bound by the terms and has learned (a) information proprietary to conditions of the Company with respect to Restrictive Covenant, the Business Contribution and the Purchase and Sale would not be consummated by the NextMedia Parties. (b) For the three (3) year period following the Closing Date (the "Noncompete Period"), PNE will not, within any of the Markets, directly or indirectly, carry on, engage in, assist in or have any financial interest in, or otherwise participate or be involved in any way in, as an owner, partner, member, employee, agent, officer, board member, consultant, independent contractor or shareholder, any outdoor advertising business that is competitive with the Business. Nothing herein shall prohibit PNE from being a passive owner of not more than five percent (5%) of the outstanding stock of any class of securities of a corporation or other information proprietary entity engaged in such business which is publicly traded and in which PNE has no active participation. Nothing in this Section 9.10 shall be construed to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details prohibit PNE from transferring any of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all its ------------ assets located in New York which are not being transferred hereunder to any other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, party from and after the Closing for a period of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) will not, directly or indirectly, disclose any Proprietary Information to any third party or use any Proprietary Information in any way and (iii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything If, at the time of enforcement of the Restrictive Covenant, a court or an arbitrator shall hold that the duration, scope, area or other restrictions stated herein are unreasonable, PNE agrees that reasonable maximum duration, scope, area or other restrictions may be substituted for the stated duration, scope, area or other restrictions and upon such substitution, this Agreement shall be automatically modified without further action by the parties hereto. (d) PNE hereby agrees that damages at law, including, but not limited to, monetary damages, will be an insufficient remedy to the contrary contained herein, NextMedia Parties in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or that the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent Restrictive Covenant is violated and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitledthat, in addition to any remedies or rights that may be available to the NextMedia Parties, all of which other remedies that it may haveor rights shall be deemed to be cumulative, retained by the NextMedia Parties and not waived by the enforcement of any remedy available hereunder, including, but not limited to, the right to ▇▇▇ for monetary damages, the NextMedia Parties shall also be entitled, upon application to a court of competent jurisdiction, to obtain injunctive relief, including, but not limited to, a temporary restraining order and to or temporary, preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5or permanent injunction, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5the Restrictive Covenant, all of which shall constitute rights and remedies to which the NextMedia Parties may be entitled. (e) During the Noncompete Period, PNE will not solicit for employment any termemployee of NextMedia Outdoor if such Person is then or was at any time within the preceding nine (9) months an employee of NextMedia Outdoor, restriction, covenant its subsidiaries or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencyits Affiliates.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands Employee hereby acknowledges and acknowledges that such Selling Party has had access to recognizes the highly competitive nature of the business of ICC Holdings and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party accordingly agrees that, from during and after for the Closing for a applicable period of five set forth in Section 4(c), Employee shall not be engaged (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) will notother than by ICC Holdings or Company), directly or indirectly, disclose as consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than five percent (5%) of the stock of a publicly owned company) or otherwise of any Proprietary Information person, firm, corporation or enterprise which competes directly with Company including, but not limited to Society Insurance, Badger Mutual Insurance Company, Allied Insurance, Argo Group International Holdings, Ltd. , Farmers Insurance Group, Founders Insurance Company, Hanover Insurance Group, Inc., Midwest Family Mutual Insurance Company, Specialty Risk of America, US Insurance Company, or any start-up company which provides liquor liability insurance in one or more of the same markets, any time during the last two (2) years of the Employee’s employment in the insurance industry as carried on by Company in any state in which Company is licensed to transact business; (b) During the Term and for a period of one (1) year after the date of termination, regardless of how Employee’s employment was terminated, Employee shall not solicit any of the actual or targeted prospective customers of Company or its affiliates, subsidiaries or successors in interest with respect to any third party matters related to or use competitive with the business of Company; or (c) During the Term and for a period of one (1) year after the date of termination, regardless of how Employee’s employment was terminated, attempt to induce, advise, request, solicit, employ, or enter into any Proprietary Information consulting or contractual arrangement with any key employee or former employee of Company, its affiliates, subsidiaries or successors in interest, unless such employee or former employee has not been employed by Company, its affiliates, subsidiaries or successors in interest during the twelve (12) months prior to Employee’s attempt to employ Employee; and Employee will not enter into a contract or engage in discussions or negotiations with potential investors in preparation to do any of the activities prohibited in subsections 4(a) through (c). (d) Employee specifically agrees that the one (1) year period referred to herein shall be extended by the number of days included in any way period of time during which Employee is or was engaged in the above-referenced activities. (e) By signing this Agreement, Employee acknowledges that Employee has had ample time and opportunity to have this covenant not to compete reviewed by Employee’s independent legal counsel, expressly agrees with every term and condition contained herein, and that the covenant: (i) is reasonable as to time and geographical area; (ii) does not place any unreasonable burden upon Employee; and (iii) will notnot harm the general public. Employee further acknowledges, directly understands and agrees that the covenant not to compete described herein is necessary for the Company’s protection because of the nature and scope of the Company’s business and Employee’s position with and services for the Company. Further, Employee acknowledges and agrees that, in the event of Employee’s breach of this covenant not to compete, monetary damages will not sufficiently compensate the Company for its injury caused thereby, and Employee accordingly agrees that in addition to such monetary damages, Employee may be restrained and enjoined from any continuing breach of this covenant not to compete without any bond or indirectlyother security being required by any court. Employee acknowledges and agrees that any breach of this covenant not to compete by Employee will result in irreparable damage to the Company. (f) Notwithstanding any of the foregoing, misusein the event that any of the provisions in this Section 12 shall be held to be invalid or unenforceable, misappropriate the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though the invalid or exploit unenforceable parts had not been included therein. In the event that any Proprietary Information provision set forth in this Section 12 relating to the time period or the area of restriction or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictions such court deems reasonable and enforceable, the time period or areas of restriction or related aspects deemed reasonable and enforceable by the court shall become and thereafter be the maximum restriction in such regard, and the restriction shall remain enforceable to the fullest extent deemed reasonable by such court. (g) The parties further agrees that if Employee breaches any of the covenants or promises made in this Section 12, the Company will be entitled to enforce its rights by injunction proceedings restraining Employee from such breaches or threatened breaches without bond. Neither the institution of an injunction proceeding nor the granting of any injunctive relief therein shall in any wayway limit the right of the Company to other relief available at law or in equity. The restrictions parties further agree that the prevailing party shall be entitled to recover its attorney’s fees and all litigation expenses incurred in the enforcement of any provision contained in this Section 7.5(a12(g) (h) Notwithstanding any of the foregoing, Employee shall not apply to any information which (x) is at the Closing be prohibited from making personal investments, loans or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect real estate transactions comparable to such disclosure. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that transactions which would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employeepermitted during Employee’s employment has been terminatedwith ICC Holdings or Company. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands and Executive acknowledges that such Selling Party in the course of his employment with the Company he has had access to become familiar with the Company's and has learned (a) information proprietary its Affiliates' trade secrets and with other Confidential Information concerning the Company and that his services were of special, unique and extraordinary value to the Company with respect to the Business and (b) other information proprietary to the Companyits Affiliates. Therefore, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party Executive agrees that, from until October 31, 2000 (the "Noncompete Period"), and after the Closing for a period timely satisfaction by the Company of five (5) years after all obligations to the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) will Executive as provided under this Agreement he shall not, without the Company's prior consent, engage in Competitive Activity by directly owning, managing, controlling, participating in, consulting with, or indirectly, disclose any Proprietary Information to any third party or use any Proprietary Information engaging in any way and (iii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at business competing with the Closing or thereafter becomes available to the public other than as a result Business of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company and its Subsidiaries or any businesses as to seek a protective order which Executive has knowledge that the Company or other appropriate remedy with respect its Subsidiaries have firm plans to such disclosureengage in. (b) Each of During the Selling Parties set forth in Schedule 7.5(b) further agrees that, from Noncompete Period and after the Closing for a period of two twelve (212) years after the Closing Datemonths thereafter, each such Selling Party Executive shall not, not directly or indirectly: (a) deliberately take any action that would interfere with indirectly through another entity (i) induce or attempt to induce any contractual or customer relationship employee of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause Subsidiary to leave the employ of the Company or such Subsidiary, or in any of its Affiliates way interfere with the relationship between the Company or any Subsidiary and any employee thereof or (ii) induce or attempt to induce any customer, supplier, vendor, licensee or other business relation of the Company during employment of or any Subsidiary to cease doing business with the Company or such employee by Subsidiary or to modify its business relationship with the Company in a manner adverse to the Company or any Subsidiary, or in any way disparage the Company or its Affiliates; providedSubsidiaries to any such customer, howeversupplier, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employeevendor, licensee or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminatedbusiness relation of the Company or any Subsidiary. (c) Notwithstanding anything If, at the time of enforcement of Section 1.11 or 1.12 of this Agreement, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the contrary restrictions contained hereinherein to cover the maximum duration, scope and area permitted by law. Because Executive's services are unique and because Executive has access to Confidential Information, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Agreement. Therefore, in the event a Selling Party violates any breach or threatened breach of its obligations under this Section 7.5Agreement, Parent or the Company may proceed against such Selling Party in law or in equity for such damages its successors or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitledassigns may, in addition to other rights and remedies that it may haveexisting in their favor, apply to a temporary restraining any court of competent jurisdiction for specific performance and/or injunctive or other relief in order and to preliminary and final injunctive relief against a Selling Party to enforce, or prevent any violations of this Section 7.5of, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencyprovisions hereof.

Noncompetition and Nonsolicitation. Without the prior written consent of the Board, during the period that the Executive is employed by Employer and, in the event the Executive terminates his employment with the Employer for any reason other than as a result of a material breach by the Employer of any of the Employer’s obligations under this Agreement, or any other agreement to which the Executive and the Employer are now or hereafter parties, for six (a6) Each Selling Party understands and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to months thereafter, the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) Executive will not, directly or indirectly, disclose any Proprietary Information to any third party whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or use any Proprietary Information otherwise, engage, participate, assist or invest in any way and Competing Business (iii) will notas hereinafter defined). Without the prior written consent of the Board, directly or indirectlyduring the period that the Executive is employed by the Employer and, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at in the Closing event of the termination of the Executive’s employment by the Employer with Cause or thereafter becomes available to (y) in the public event the Executive terminates his employment with the Employer for any reason other than for Good Reason or as a result of a disclosurematerial breach by the Employer of any of the Employer’s obligations under this Agreement, or any other agreement to which the Executive and the Employer are now or hereafter parties, for twelve (12) months thereafter, the Executive will refrain from directly or indirectlyindirectly employing, by a Selling Partyattempting to employ, recruiting or (y) is required otherwise soliciting, inducing or influencing any person to be disclosed by applicable requirements of law; providedleave employment with the Employer, that, in such event, and also will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or Employer. The Executive understands that the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each of the Selling Parties restrictions set forth in Schedule 7.5(bthis Section 7(d) further agrees that, from are intended to protect the Employer’s interest in their Confidential Information and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as established employee, consultant customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean any business that provides or otherwise) intends to provide the same or seek to cause to leave similar services as those provided by the employ of the Company Employer or any of its Affiliates subsidiaries in any employee geographic area then served by Employer (which for this purpose only shall be defined as being within 100 miles of any office or data center currently used or operated by the Employer or any subsidiary of the Company during employment of such employee by Employer) and/or the Company Employer or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5their subsidiaries. Notwithstanding the foregoing, Parent or the Company Executive may proceed against such Selling Party in law or in equity for such damages or other relief as own up to two percent (2%) of the outstanding stock of a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencypublicly-held corporation.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands and acknowledges that such Selling Party has had access Subject to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the CompanySection 5.08(b), including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five years from the Closing Date or, if later, five years from the date he is no longer employed by Purchaser, a Company or any of their subsidiaries (5) but in no event later than December 31, 2010, unless such Seller or Executive enters into a new employment agreement with Purchaser or its subsidiaries), no Seller or Executive shall engage, anywhere in the world, in any business competitive with any water related business conducted by the Companies or their subsidiaries, or by Purchaser or its subsidiaries on the Closing Date and on the date such Seller or Executive ceases to be employed by the Companies or their subsidiaries, or the Purchaser or its subsidiaries (the “Water Related Competitive Activities”), including through the ownership of an interest in a business engaged in a Water Related Competitive Activity or by managing such a business. Subject to Section 5.08(b), for a period of two years after from the Closing Date or, if later, two years from the date he is no longer employed by Purchaser, a Company or any of their subsidiaries (but in no event later than four years from the Closing Date, unless such Selling Party (i) will keep confidential all Proprietary InformationSeller or Executive enters into a new employment agreement with Purchaser or its subsidiaries), (ii) will notno Seller or Executive shall engage, directly or indirectlyanywhere in the world, disclose any Proprietary Information to any third party or use any Proprietary Information in any way and (iii) will notbusiness competitive with any non-water related business conducted by the Companies or their subsidiaries, directly or indirectly, misuse, misappropriate by Purchaser or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at its subsidiaries on the Closing Date and on the date such Seller or thereafter becomes available Executive ceases to be employed by the public other than as a result of a disclosure, directly Companies or indirectly, by a Selling Partytheir subsidiaries, or the Purchaser or its subsidiaries (y) is required to be disclosed by applicable requirements of law; provided, that, in such eventthe “Non-Water Related Competitive Activities” and collectively with the Water Related Competitive Activities, the Selling Party making “Competitive Activities”), including through the ownership of an interest in a business engaged in a Non-Water Related Competitive Activity or by managing such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosurebusiness. (b) Each The covenant in Section 5.08(a) shall not (i) apply to any activities conducted by any Seller or Executive on behalf of Purchaser or its affiliates (including the Companies), (ii) be breached as a result of the Selling Parties ownership by any Seller or any Executive of (A) less than 3% of any class of publicly traded equity or debt securities of a person engaged in any Competitive Activity, provided that no Seller controls such person (it being understood that the 3% threshold set forth in Schedule 7.5(bthis subsection (A) further agrees that, from and after the Closing for shall not include any securities held by a period of two (2) years after the Closing Date, each registered investment company in which such Selling Party shall not, directly Seller or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employeeExecutive participates), or (iiB) any interest in any person who, after the date of acquisition of such solicitation does not occur until at least ninety (90) days after interest, commences any Competitive Activity, provided that no Seller controls such employee’s employment has been terminatedperson. (c) Notwithstanding anything For a period of five years from the Closing Date or, if later, five years from the date he is no longer employed by Purchaser, any Company or any of their respective subsidiaries (but in no event later than December 31, 2010 unless such Seller or Executive enters into a new employment agreement with Purchaser or its subsidiaries), no Seller or Executive shall directly or indirectly (i) recruit or solicit for hire or hire or otherwise engage any employees of Purchaser, any Company or their respective subsidiaries or any such person who has terminated his/her relationship with the Purchaser, any Company or their respective subsidiaries within six months prior to such action by Seller or Executive or (ii) encourage or participate in such recruitment, solicitation or hiring. (d) For a period of five years from the Closing Date or, if later, five years from the date he is no longer employed by Purchaser, any Company or any of their subsidiaries (but in no event later than December 31, 2010 unless such Seller or Executive enters into a new employment agreement with Purchaser or its subsidiaries), no Seller or Executive shall directly or indirectly, solicit or do business in any capacity that constitutes Water Related Competitive Activities with any customer of the Purchaser, any Company or any of their respective subsidiaries. (e) For a period of two years from the Closing Date or, if later, two years from the date he is no longer employed by Purchaser (but in no event later than four years from the Closing Date, unless such Seller or Executive enters into a new employment agreement with Purchaser or its subsidiaries), a Company or any of their subsidiaries, no Seller or Executive shall directly or indirectly, solicit or do business in any capacity that constitutes Non-Water Related Competitive Activities with any customer of the Purchaser, any Company or any of their respective subsidiaries. (f) If any provision of this Section 5.08 shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise, so as to be unenforceable by law, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the contrary contained herein, in maximum extent compatible with the event a Selling Party applicable law as it shall then appear. Sellers and Executives agree that if any Seller or Executive violates any of its obligations under the covenants in this Section 7.55.08, Parent or the Company may proceed against such Selling Party in law or in equity for such monetary damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent will be inadequate, and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company Purchaser shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees injunctive relief and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencyspecific performance.

Noncompetition and Nonsolicitation. You acknowledge that following the termination of your employment from NCR, you will be in a position to compete unfairly with the Company as a result of the confidential information, trade secrets, and knowledge about NCR’s business, operations, customers, employees and trade connections that you have acquired or will acquire in connection with your employment. You therefore agree to enter into the restrictions in this Agreement for the purpose of protecting NCR’s business interests and the confidential information, goodwill and the stable trained workforce of NCR and its subsidiaries and affiliates, including but not limited to any parent companies or subsidiaries (collectively for purposes of this Section, “NCR”). In exchange for the consideration you are receiving pursuant to the terms of this Agreement, including without limitation the potential future vesting of equity awards under this Agreement (for avoidance of doubt, the obligations herein shall bind you without regard to whether any equity has vested as of the time of any violation of the terms of this Section), you agree that during your employment with NCR and for a twelve-month period after its termination (or if applicable law mandates a maximum time that is shorter than twelve months, then for a period of time equal to that shorter maximum period) (the “Restricted Period”), regardless of the reason for termination, you will not yourself or through others, without the prior written consent of the Chief Executive Officer of NCR: (a) Each Selling Party understands and acknowledges that such Selling Party has had access to and has learned [I: FOR EMPLOYEES GRADE 18 AND ABOVE AS OF THE DATE OF THIS AGREEMENT] perform services, directly or indirectly in any capacity (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secretsas an employee, processesconsultant, patent and trademark applicationsowner or member of a board of directors), product development(i) of the type conducted, priceauthorized, customer and supply listsoffered, pricing and marketing plansor provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, policies and strategiesservices, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information systems or solutions that are similar to or serve substantially the same functions as those with respect to which you worked for NCR within the Business last two years of your NCR employment; (collectivelyiii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in this Section 11 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (i)); and (iv) anywhere within the United States, or in any State or territory thereof, if you worked in the United States at any time within your last two years of NCR employment, or in any country in which NCR does or did business during your NCR employment and in which you worked at any time within your last two years of NCR employment, all of which States, territories or countries are deemed to be separately set forth here and the names of which are incorporated by reference; (a) [II: FOR EMPLOYEES GRADE 17 AND BELOW AS OF THE DATE OF THIS AGREEMENT] perform services, directly or indirectly in any capacity (including, without limitation, as an employee, consultant, owner or member of a board of directors), (i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve substantially the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Proprietary Information”Competing Organizations” either on the list below in this Section 11 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (i)); and (iv) within the territory where or for which (including types, classes or tiers of customers if no geographic territory was assigned to you) you performed such services within the two years preceding your termination. (b) perform services, directly or indirectly in any capacity (including, without limitation, as an employee, consultant, owner or member of a board of directors), (i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve substantially the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; and (iii) on behalf of any named “Competing Organization” either on the list below in this Section 11 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (i)); (c) directly or indirectly (including without limitation assisting third parties) recruit, hire or solicit, or attempt to recruit, hire or solicit any employee of NCR, or induce or attempt to induce any employee of NCR, to terminate his or her employment with NCR; (d) directly or by assisting others, solicit or attempt to solicit the business of any NCR customers or prospective customers with which you had material contact during the last two years of your NCR employment, for purposes of providing products or services that are competitive with those provided by NCR and its Affiliates. Each Selling Party agrees that“Material contact” means the contact between you and each customer or prospective customer (i) with which you dealt on behalf of NCR, from (ii) whose dealings with NCR were coordinated or supervised by you, (iii) about whom you obtained confidential information in the ordinary course of business as a result of your association with NCR, or (iv) who receives products or services authorized by NCR, the sale or provision of which results or resulted in compensation, commissions, or earnings for you within the two years prior to the date of the your termination. (e) All references to “NCR” in this Section 11 shall be deemed to include its Subsidiaries and after Affiliates, and references to “NCR employment” shall be deemed to include your employment, if any, by a company the Closing stock or substantially all the assets of which NCR has acquired. As a non-limiting example, a reference to the “last two years of your NCR employment” may include both time as an NCR employee and time as a Retalix Ltd or Digital Insight employee. (f) The covenants contained within this Section 11 are a material component of the consideration for this Agreement. If you breach any of these covenants, NCR shall be entitled to all of its remedies at law or in equity, including but not limited to money damages and injunctive relief. In the event of such a breach, in addition to NCR’s other remedies, any unvested Stock Units will be immediately forfeited and deemed canceled, and you agree to pay immediately to NCR the Fair Market Value of any Stock Units that vested during the eighteen (18) months prior to the date of your Termination of Employment (or if applicable law mandates a maximum time that is shorter than eighteen (18) months, then for a period of five time equal to the shorter maximum period), without regard to whether you continue to own the shares associated with such Stock Units or not. (5g) years The Restricted Period shall be tolled and suspended during and for the pendency of any violation of its terms, and for the pendency of any legal proceedings to enforce any of the covenants set forth herein, and all time that is part of or subject to such tolling and suspension shall not be counted toward the twelve-month duration of the Restricted Period. By way of example, if immediately following your departure from NCR you accept employment with a competitor that is prohibited by the noncompetition covenant contained in this Section 11, and work for such competitor for six months before NCR obtains a judicial or arbitral order terminating or modifying that employment, your twelve-month noncompetition period shall not commence until after you have commenced compliance with that order. This subsection (g) shall not have any effect and shall be deemed omitted from this Agreement in any jurisdiction that prohibits such tolling provisions. (h) Subsections (a) and (b) of this Section 11 do not apply to you if, following the Closing Datetermination of your NCR employment, you continue to reside or work in California, or if you continue to reside or work in a country that mandates, as a non-waiveable condition, continued pay during the Restricted Period, unless NCR advises you it will tender such Selling Party pay, which shall be in the minimum amount required by local law. (i) will keep confidential all Proprietary InformationFor purposes of this Agreement, “Competing Organizations” shall be the following as of the Grant Date including the subsidiaries and affiliates of each. Please note that non-competition provisions in this or other NCR agreements or plans are not limited to the identified Competing Organizations, and that other companies may qualify as competitors under other provisions of the NCR plans or agreements, including this Agreement, and that NCR employees may be restricted from accepting employment or other work from such other companies, subject to the terms of the relevant NCR plan or agreement. The list of Competing Organizations is updated and revised from time to time, and such updated lists shall be deemed a part of this Agreement; updated lists can be obtained from the NCR intranet website at: ▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇/index.php?option=com_content&view=frontpage&Itemid=8175. ACI Worldwide GK Software Oracle (iiincluding Micros) will notAldata Global Payments PAR Technology Alkami Glory Pinnacle Corporation Alliance (Australia) GRG Banking Equipment PMI Allure Global Solutions, directly Inc. GRG International Q2 Alpha Paper Hewlett-Packard Corporation QSR Automations Altametrics Hewlett-Packard Enterprises ▇▇▇▇▇ & Schlinmann App Hitachi Retail Pro International Appetize Hitachi-Omron Term Sys(Leadus) Retaligent APTOS Hot Schedules Revel Arinc. HP Inc. RiteMadec Bematech- See TOTVS SA IBM Corporation ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ IER RTC Quaterion Group ▇▇▇▇▇▇▇▇▇/Pendum Infor Schades-Heipa Bypass Itasca ShopKeep Cenveo ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ CompuCom KAL (Korala Associates) SITA Computer Sciences Corporation Kiosk Info Sys (KIS) Spartan Crunchtime Kyrus – See Tolt Industries SPSS Cuscapi Leadus – See Hitachi Task Retail DATA Business Forms LG N-Sys TeleSource Diebold/Wincor Nixdorf LOC Software Tillster Dimension Data Logicalis Toast POS Documotion LoyaltyLab Tolt Eastcom M19 Retail Tolt Solutions (including Kyrus) ECRS Magstar Toshiba TEC eRestaurant Systems Malauzai TOTVS SA (including Bematech) Escalate Manhattan Associates Unisys FIS MaxStick Vista Fiserv McDermott Vsoft Fourth Ltd Micros – See Oracle Wescom Resources Group Fujitsu Mobile Travel Technologies Wincor-Nixdorf – See Diebold FuturePOS Nautilus Hyosung WS Packaging Getronics Nscglobal Zonal Retail Data Gilbarco ▇▇▇▇▇▇-▇▇▇▇ OKI (j) In the event that you receive an offer of employment or indirectlya request to provide services from an organization specified above or described above, disclose any Proprietary Information either during your employment or during the term of the Restrictive Period, you shall provide immediately to any third party such person, company or use any Proprietary Information in any way other entity a full and accurate copy of this Agreement and advise him/her or it of your obligations under it. (iiik) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Agreement are acknowledged by the parties to be reasonable in all respects. Each clause constitutes an entirely separate and independent restriction and the duration, extent and application of each of the restrictions are no greater than is necessary for the protection of NCR’s interests. If any portion of this Section 7.5(a) 11 is held unenforceable, it shall be severed and shall not apply to affect any information which (x) is at the Closing or thereafter becomes available to the public other than as a result part of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosurethis Agreement. (bl) Each This Agreement is entered into electronically. You hereby waive any local requirement, to the extent one exists or may exist, of original ink signatures on paper documents. (m) The governing law clause of this Agreement, for employees who work or reside outside the Selling Parties set forth in Schedule 7.5(b) further agrees thatUnited States, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) be the law of the country where such employee responded to a general solicitation not targeted to such employeeworks for NCR (as defined above, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminatedincluding its subsidiaries and affiliates). (cn) Notwithstanding anything to In any country outside the contrary contained hereinUnited States where liquidated damages are recoverable under local law, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or that you breach the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise covenants in this Section 7.5 is found 11, you acknowledge that NCR will suffer irreparable damage, and you promise to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified pay NCR on demand damages in a sum equal to the extent necessary to make it enforceable by such court or agencyamount of six months of your salary that was in effect when your NCR employment ended. You acknowledge that this sum represents a reasonable estimate of damages that NCR will suffer, and that, where local law allows, NCR may seek additional compensatory damages.

Noncompetition and Nonsolicitation. In consideration of the Purchaser entering into the transactions described herein and performing its obligations hereunder, the Seller hereby agrees that: 6.1 During the Non-Competition Period, the Seller shall not, and shall procure that each of its controlled Affiliates do not, directly own any interest in, manage, control, participate in (whether as an owner, operator, manager, officer, director, employee, investor, agent, representative or otherwise), consult with, render services (including through outsourcing, or as an agent or otherwise) for or otherwise engage in or provide assistance to any Competing Business anywhere in the world; provided, however, nothing herein shall prohibit the Seller from being a passive owner of not more than 5% of the outstanding shares of any corporation which is publicly traded, so long as the Seller has no active participation in the business of such corporation; provided, further that nothing herein shall restrict the Seller or its controlled Affiliates from acquiring an interest in any business which would otherwise constitute a Competing Business, and then owning and operating such Competing Business, where each of the annual revenues and net profit, respectively, of such acquired business that constitute a Competing Business are less than 15% of the aggregate annual revenues and net profit, respectively, of such acquired business. 6.2 During the Non-Solicitation Period, no Seller shall, directly or indirectly through another entity, (a) Each Selling Party understands and acknowledges that such Selling Party has had access intentionally induce or attempt to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) will not, directly or indirectly, disclose induce any Proprietary Information to any third party or use any Proprietary Information in any way and (iii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship employee of the Company or any of its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause Subsidiaries to leave the employ of the Company or any of its Affiliates Subsidiaries, (b) hire any employee person who was a Key Employee of the Company during or any of its Subsidiaries within 180 days prior to the time such Key Employee is hired by the Seller or such entity, or (c) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or lessor of the Company or any of its Subsidiaries to cease or refrain from doing business with the Company or any of its Subsidiaries. 6.3 The Purchaser and the Seller acknowledge and agree that the covenants set forth in this Article VI are reasonable with respect to period, geographical area and scope. Notwithstanding anything in this Article VI to the contrary, if at any time, in any arbitral proceeding, any of the restrictions stated in this Article VI are found pursuant to Section 12.1 to be unreasonable or otherwise unenforceable under circumstances then existing, the Seller agrees that the period, scope and/or geographical area, as the case may be, shall be reduced to the extent necessary to enable the arbitral tribunal to enforce the restrictions to the extent such provisions are allowable under law, giving effect to the agreement and intent of the Parties that the restrictions contained herein shall be effective to the fullest extent permissible. The Seller acknowledges and agrees that money damages may not be an adequate remedy for any breach or threatened breach of the provisions of this Article VI and that, in such event, the Purchaser and/or its respective successors or assigns shall, in addition to any other rights and remedies existing in their favor, be entitled to specific performance, injunctive and/or other relief from any arbitral tribunal of competent jurisdiction in order to enforce or prevent any violations of the provisions of this Article VI (including the extension of the Non-Competition Period or Non-Solicitation Period applicable to the Seller by a period equal to the length of the arbitral proceedings necessary to stop such violation); provided that the Seller is found to have been in violation of the provisions of this Article VI. Any injunction shall be available without the posting of any bond or other security. The Seller agrees that the restrictions contained in this Article VI are reasonable in all respects and are necessary to protect the goodwill of the business of the Company and its Subsidiaries and are an integral part of Purchased Price to be paid hereunder. 6.4 The Seller agrees that the foregoing restrictions are entered into in its capacity as the Seller hereunder (i.e., the transferor of the Acquired Shares) and are in addition to any non-compete, non-solicitation or related restrictions contained in any employment of such employee by agreement between the Seller or its Affiliates and the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands The Management Shareholders acknowledge that the Acquired Companies have over many years devoted substantial time, effort and acknowledges resources to developing the Acquired Companies’ trade secrets and other confidential and proprietary information, as well as the Acquired Companies’ relationships with customers, suppliers, employees and others doing business with the Acquired Companies; that such Selling Party relationships, trade secrets and other information are vital to the successful conduct of the Acquired Companies’ businesses in the future; that because of the Management Shareholders’ [***] = Confidential Treatment requested for redacted portion; redacted portion has had been filed separately with the Commission. access to the Acquired Companies’ confidential information and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent the Management Shareholders would be in a unique position to divert business from the Acquired Companies and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to commit irreparable damage to the Business (collectivelyAcquired Companies were the Management Shareholders to be allowed to compete with the Acquired Companies or to commit any of the other acts prohibited below; that the enforcement of the restrictive covenants against the Management Shareholders would not impose any undue burden upon any Management Shareholder; and that the ability to enforce the restrictive covenants against the Management Shareholders is a material inducement to the decision of the Purchasers to consummate the transactions contemplated by this Agreement. Accordingly, “Proprietary Information”). Each Selling Party agrees that, from and after during the period commencing on the Closing for a period Date and ending on the [***] of five (5) years after the Closing Date, such Selling Party : (i) will keep confidential all Proprietary Informationno Management Shareholder will, (ii) will notanywhere in the world, directly or indirectly, disclose whether as a principal, agent, employee or otherwise, or alone or in association with any Proprietary Information Person, own, share in the earnings of, invest in the stock, bonds or other securities of, manage, operate, control, participate in the ownership, management, operation, or control of, finance (whether as a lender, investor or otherwise), guaranty the obligations of, be employed by, associated with, or otherwise aid or assist in any manner any Person that is engaged in or competitive with the business of any Acquired Company (a “Competing Activity”); provided, however, if any Management Shareholder’s employment with the Acquired Companies ceases for any reason before the [***] of the Closing Date, the scope of Competing Activity applicable to such Management Shareholder shall be limited to business conducted by the Acquired Companies as of the Closing Date and any third party additional business conducted by the Acquired Companies in the period between the Closing Date and the date such employment ends. The Management Shareholders will, however, not be in violation of this Section 5.3(a) solely by reason of investing in stock, bonds or use other securities of any Proprietary Information Person engaged in a Competing Activity (but without otherwise participating in such business), if (A) such stock, bonds or other securities are listed on any national securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934 and (B) such investment does not exceed, in the case of any class of the capital stock of any one issuer, [***] of the issued and outstanding shares of such capital stock, or, in the case of bonds or other securities, [***]of the aggregate principal amount thereof issued and outstanding; (ii) no Management Shareholder will directly or indirectly (A) solicit, on behalf of a competitive business, the business of any Person who is a customer of any Acquired Company, (B) cause, induce or attempt to cause or induce any customer, supplier, independent contractor, licensee, licensor, or franchisee or other business relation of any Acquired Company to cease or reduce the extent of its business relationship with such Acquired Company or to deal with any competitor of such Acquired Company or (C) in any way interfere with the relationship, between any Acquired Company and any of its customers, suppliers, licensees, licensors, franchisees or other business relations; (iii) no Management Shareholder will not, directly or indirectly, misuserecruit, misappropriate solicit, cause, induce or exploit attempt to cause or induce any Proprietary Information employee of any Acquired Company to leave his or her employment either for the Management Shareholder or for any other Person, or in any way. The restrictions contained in way interfere with the relationship between any Acquired Company and any of its employees; and (iv) no Seller will disparage the Purchasers or any of their Affiliates, the Acquired Companies, or any of their respective directors, officers, employees or agents who are known as such to such Seller, except that this Section 7.5(a5.3(a)(iv) shall not apply to any information which (x) is at the Closing truthful testimony or thereafter becomes available responses to the public other than as a result of a disclosure, directly inquiries from any Governmental Authority or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosureany legal proceeding to which the Seller is a party. [***] = Confidential Treatment requested for redacted portion; redacted portion has been filed separately with the Commission. (b) Each In the event a judicial determination is made that any provision of this Section 5.3 constitutes an unreasonable or otherwise unenforceable restriction against any Seller, the provisions of this Section 5.3 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable with respect to any Seller. In this regard, any judicial authority construing this Agreement shall be empowered to sever any portion of the Selling Parties territory, any prohibited business activity or any time period from the coverage of this Section 5.3 and to apply the provisions of this Section 5.3 to the remaining portion of the territory, the remaining business activities and the remaining time period not so severed by such judicial authority. Moreover, notwithstanding the fact that any provision of this Section 5.3 is determined not to be specifically enforceable, the Purchasers shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by the Sellers. The time period during which the prohibitions set forth in Schedule 7.5(b) further agrees thatthis Section 5.3 shall apply, from shall be tolled and after the Closing suspended for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything equal to the contrary contained herein, in the event a Selling Party aggregate time during which any Seller violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party prohibitions in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencyrespect.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands The Seller covenants and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after commencing on the Closing for a period Date and ending on the fifth anniversary of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Informationthe Seller shall not, (ii) will notand shall cause Seller’s Subsidiaries not to, directly or indirectly, disclose form, or obtain any Proprietary Information direct or indirect ownership interest in, any legal entity, including, but not limited to any third party bank, mortgage company, or use other financial institution, that has a headquarters, branch or other physical facility within 25 miles of any Proprietary Information in any way and of the Bank’s current main office or branch locations (iii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any waythe “Market Area”). The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further Seller covenants and agrees that, from and after commencing on the Closing for a period Date and ending on the second anniversary of two (2) years after the Closing Date, each such Selling Party the Seller shall not, directly not and shall cause its Subsidiaries not to (1) induce or indirectly: (a) deliberately take attempt to induce any action that would interfere with (i) any contractual current or customer relationship prospective customers or clientele of the Company Bank or any of its Affiliates in respect affiliates to reduce the current or prospective business such customer or clientele has with the Bank or any of its affiliates; or (2) solicit or attempt to solicit any employee of the Business Bank or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause affiliates to leave the employ of the Company Bank or any of its Affiliates affiliates, hire any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to otherwise interfere in any way with the contrary contained herein, in relationship between the event a Selling Party violates Bank or any of its obligations under this Section 7.5affiliates and their respective employees. Nothing contained herein shall preclude Seller or its Subsidiaries from (a) placing advertisements of general circulation or distribution which are not targeted to persons within the Market Area or (b) from soliciting business from any customers of the Bank who are customers of another Subsidiary of Seller as of the Closing Date or who, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a without violation of this Section 7.5 would cause Parent and 5.14, become customers of Seller or another Subsidiary of Seller after the Company irreparable harm Closing Date. Further, nothing contained herein shall restrict any bank holding company or similar entity (an “Acquiror”) which may not be adequately compensated for acquires control of Seller by money damages. Each Selling Party therefore agrees that merger or otherwise to continue to operate any of Acquirors facilities in existence on the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then date such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencyAcquisition was publicly announced.

Noncompetition and Nonsolicitation. Seller hereby agrees that Seller and each of its executive officers and controlling shareholders: (ai) Each Selling Party understands and acknowledges that such Selling Party has had access During the period from the date hereof to and has learned including the third anniversary of the date hereof (athe "NONCOMPETE PERIOD"), such Person shall not have any affiliation (other than passive investments by the Seller and its Affiliates of less than 5% of the outstanding equity securities of any entity listed for trading on a national stock exchange or the Nasdaq National Market) information proprietary with any corporation, partnership or other business entity or enterprise (wherever located) which engages in the re-wholesale of horticultural and irrigation products. Notwithstanding the foregoing, Seller may conduct (x) a horticultural distribution business in the Quincy or Tallahassee, Florida area, (y) other than sales to those customers set forth on SCHEDULE 7(i) attached hereto, a brokerage business involving sales of landscape nursery products, provided that for the Company one year period following the Closing Date such sales to Direct-Ship Customers and Horticultural Customers (each as defined in the brokerage agreement attached hereto as EXHIBIT J (the "BROKERAGE AGREEMENT")) may only be made pursuant to and in accordance with the terms of the Brokerage Agreement, and (z) direct sales of landscape nursery products shipped from Seller's or ▇▇▇▇▇▇▇'▇ owned farms, provided that with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after the Closing Datelandscape nursery products that have not been grown at Seller's or ▇▇▇▇▇▇▇'▇ owned farms, such Selling Party (i) will keep confidential all Proprietary Informationlandscape nursery products have been held by Seller at Seller's or ▇▇▇▇▇▇▇'▇ owned farms for at least one year prior to such shipment, (ii) will notprovided, directly or indirectlyfurther, disclose any Proprietary Information to any third party or use any Proprietary Information in any way and (iii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) that the foregoing proviso shall not apply to sales not in excess of $500,000 in any information which (x) is at the Closing or thereafter becomes available to the public other than as a result fiscal year of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each landscape nursery products of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly same or indirectly: (a) deliberately take any action that would interfere with (i) any contractual similar species as those products grown at Seller's or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate▇▇▇▇▇▇▇'▇ owned farms. Each Selling Party acknowledges that a violation For purposes of this Section 7.5 would cause Parent and 7(i), the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that term "affiliation" shall mean any direct or indirect interest in the event of any actual such entity or threatened violation of this Section 7.5enterprise, Parent whether as an officer, director, employee, investor, partner, stockholder, sole proprietor, trustee or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.consultant; and

Noncompetition and Nonsolicitation. (a) Each Selling Party understands and acknowledges For a period of three (3) years following the Closing, Sellers (including any of their past present or future subsidiary companies) shall not directly or indirectly, either as a principal, agent, employee, employer, stockholder, lender, co-partner or in any other individual or representative capacity whatsoever, engage in a business that such Selling Party has had access to and has learned (a) information proprietary is directly competitive with or similar to the Company Business purchased by Buyer as it exists immediately prior to Closing in the States of New York, New Jersey, New Hampshire and Florida or any other state in which any of the Sellers conducted business at the Closing or within one year prior thereto; and Sellers will not directly or indirectly, either as principal, agent, employee, employer, stockholder, lender, co-partner or in any other individual or representative capacity whatsoever, contract with, sign any agreements with, solicit, call on, take away, divert or assist any person in so soliciting, diverting, calling on, or taking away any suppliers, vendors or customers of Buyer with respect to the Business and Business, employ any of the then or former employees of Buyer (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to including individuals employed by Sellers for the Business (collectivelyas of the date hereof or as of the Closing, “Proprietary Information”but who subsequently become employees of Buyer), or induce any such employees to terminate their employment with Buyer without the consent of Buyer. Each Selling Party agrees that, from ADSX shall give Buyer a similar Noncompetition and Nonsolicitation Agreement for a one year period after the Closing Closing, subject to an exception for a period ADSX business in the same field in other geographic locations of five (5) years after the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) will not, directly or indirectly, disclose any Proprietary Information to any third party or use any Proprietary Information country that are in any way and (iii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosuresame business. (b) Each The covenants contained in this Section 6.5 shall be construed and interpreted in any judicial proceeding to permit its enforcement to the maximum extent. Sellers and ADSX agree that the restraint imposed herein is necessary for the reasonable and proper protection of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from Buyer and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, howeverand that said restraint is reasonable in terms of subject matter, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employeeduration, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costsgeographic scope. It is understood by the intent parties that these restrictive covenants are an essential element of this Purchase Agreement and understanding of each party hereto that ifthat, but for such covenants, Buyer would not have entered into this Purchase Agreement. Without intending in any action before way to limit the remedies available to Buyer, Sellers and ADSX understand and agree that damages at law may be an insufficient remedy to Buyer if any of them breaches this covenant not to compete and that Buyer may seek injunctive relief in any court of competent jurisdiction to restrain the breach or agency legally empowered the threatened breach of or otherwise specifically to enforce this Section 7.5, any term, restriction, covenant or promise the covenants contained in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency6.5.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the CompanyNo Stockholder will, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five four (54) years after following the Closing Date, such Selling Party (i) will keep confidential all Proprietary Information, (ii) will notfor any reason whatsoever, directly or indirectly, disclose for himself or on behalf of or in conjunction with any Proprietary Information to any third party Person (as defined below): (a) Own, manage, control, participate in, consult with, render services for, or use any Proprietary Information in any way and (iii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information manner engage in any way. The restrictions contained business selling products or services in this Section 7.5(a) shall not apply to direct competition with any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, business conducted by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent AppNet or the Company to seek a protective order Surviving Corporation that the Stockholder actively assisted or other appropriate remedy was involved with respect to such disclosure.during his employment with the Surviving Corporation or AppNet at any location in the Territory (as defined below); (b) Each Own, manage, control, participate in, consult with, render services for, or in any manner engage, in any business selling products or services in direct competition with AppNet or the Surviving Corporation within the field of internet strategy consulting at any location in the Selling Parties set forth in Schedule 7.5(bTerritory; (c) further agrees that, from and after Induce or attempt to induce any employee of AppNet or the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause Surviving Corporation to leave the employ of AppNet or the Company Surviving Corporation, or in any of its Affiliates way interfere with the relationship between AppNet or the Surviving Corporation and any employee thereof; (d) Hire any person who was an employee of AppNet or the Surviving Corporation within one year prior to the time of such hiring; (e) Service, solicit or accept any business from any customer or licensee of AppNet or the Surviving Corporation for the purpose of competing with AppNet or the Surviving Corporation; (f) Induce or attempt to induce any owner of a site location, customer, supplier, licensee or other business relation of AppNet or the Surviving Corporation to cease doing business with AppNet or the Surviving Corporation or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and AppNet or the Surviving Corporation; (g) Directly or indirectly disclose to any other person the name or address of any customer of AppNet or the Surviving Corporation for the purpose of competing with AppNet or the Surviving Corporation; or (h) Directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of AppNet or the Surviving Corporation and with which, to such Stockholder's knowledge, AppNet or the Surviving Corporation has entertained discussions or has requested and received information relating to the acquisition of such business by AppNet or the Surviving Corporation in the one-year period immediately preceding the termination of employment of the Company during employment of such employee by Stockholder with the Company Surviving Corporation or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminatedAppNet. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands During the Term and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to the Company with respect to the Business and (b) other information proprietary to the Company, including, without limitation, trade secrets, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect to the Business (collectively, “Proprietary Information”). Each Selling Party agrees that, from and after the Closing for a period of five (5) years after 6 months thereafter , the Closing Date, such Selling Party Executive (i) will keep confidential all Proprietary Information, (ii) will not, directly or indirectly, disclose any Proprietary Information to any third party whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or use any Proprietary Information otherwise, engage, participate, assist or invest in any way Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Employer); and (iii) will not, directly refrain from soliciting or indirectly, misuse, misappropriate encouraging any customer or exploit any Proprietary Information in any waysupplier to terminate or otherwise modify adversely its business relationship with the Employer. The Executive understands that the restrictions contained set forth in this Section 7.5(a8(d) shall not apply are intended to any information which (x) is at protect the Closing or thereafter becomes available to the public other than as a result Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such eventthis Agreement, the Selling Party making such disclosure term “Competing Business” shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each mean any of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for following: a period of two (2) years after the Closing Date, each such Selling Party shall not, directly media company that publishes technology-related content or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that ifoperates technology-related events and, in any action before any court case, derives its revenue from selling products and services similar to products and services offered by the Employer to customers and prospects similar to Employer’s own customers and prospects. The Executive acknowledges that the following specific companies are considered competitors of Employer; CNET, IDG, Accela Communications, CMP, Ziff ▇▇▇▇▇, PennWell, JupiterMedia, 101 Communications, Penton Media, IT Toolbox CRMGuru, NewsFactor, Sys-Con, Fawcete, Digital Consulting, Byte & Switch, Haymarket Media/West Coast Publishing, SANS Institute, Computer Security Institute, ▇▇▇▇ Expo and MIS Training Institute. The Executive further acknowledges that the specific companies mentioned as competitors create only a limited list of potential competitors and that other companies or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found entities maybe deemed to be unreasonable competitors based on the nature of their products and for that reason unenforceableservices and how they compete in the marketplace against Employer’s customers and prospects. At the Executive’s request, then such termEmployer will update the listing of specific companies mentioned above. Notwithstanding the foregoing, restriction, covenant the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencyis affiliated with a Competing Business.

Noncompetition and Nonsolicitation. (a) Each Selling Party understands and Employee acknowledges that such Selling Party during the course of Employee's employment with UVEST and continued employment with the Company, Employee has had access to and has learned (a) information proprietary acquired the Protected Parties' goodwill, Proprietary Information and employee relations, including that relating to the Company with respect to the Business Protected Parties' advisors, institutions and/or registered representative lists and (b) other advisors, institutions and/or registered representative information proprietary to the Company, including, without limitation, trade secretsinformation related to advisor, processesinstitution and/or registered representatives end clients, patent and trademark applicationsthe Protected Parties' business operations, product developmentmethods and practices, price, customer and supply lists, pricing and marketing plans, policies and strategies, details all of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information with respect which pertain peculiarly to the Business Protected Parties. To protect these legitimate interests of the Protected Parties, Employee agrees to the following: (collectively, a) During the two year period from the date of Employee's termination of employment with the Company or an affiliate of the Company regardless of the reason for the termination (the “Proprietary InformationRestricted Period”), Employee may not provide, directly or indirectly, finance, accounting, audit, treasury, strategic planning, budgeting, institutional sales or any other services that include interacting in any capacity with institutions or financial advisors for the following companies and any of their current and future affiliated broker-dealers regardless of whether the currently affiliated broker dealer remains affiliated with such company during the Restricted Period: Pershing LLC, The Bank of New York Mellon Corporation, Ameriprise Financial, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Services Inc., Commonwealth Financial Network, FMR LLC (Fidelity), The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation, TD Ameritrade Holding Corporation, ▇▇▇▇▇▇ ▇. Each Selling Party agrees that▇▇▇▇▇ & Co. and Envestnet, from and after Inc. (b) During the Closing for a period of five (5) years after the Closing DateRestricted Period, such Selling Party (i) will keep confidential all Proprietary Information, (ii) will Employee may not, directly or indirectly, disclose solicit, persuade or induce any Proprietary Information of the following to do, with any third party other entity, any business that could be done with a Protected Party: (i) any financial advisor licensed with any Protected Party or use any Proprietary Information in clients of such financial advisor; (ii) any way and financial advisor licensed with any Protected Party during the twelve (12) month period prior to Employee's final day of employment or any clients of such financial advisors; (iii) will any financial advisors who Employee by virtue of Employee's previous or current status as an officer of UVEST or the Company knew or should have known to be in discussions with any Protected Party regarding licensure with any Protected Party; (iv) any institution with a contract with any Protected Party; (v) any institution with a contract with a Protected Party during the twelve (12) month period prior to Employee's final day of employment; or (vi) any institution who Employee by virtue of Employee's past or current status as an officer of UVEST or the Company knew or should have known to be in discussions with any Protected Party regarding business relations with any Protected Party. (c) During the Restricted Period, Employee may not, directly or indirectly, misusesolicit, misappropriate seek to hire, or exploit persuade or induce any Proprietary Information in employee or consultant of any wayProtected Party (or any person who was an employee or consultant of any Protected Party during the twelve (12) month period prior to the last day of Employee's employment) to discontinue his or her employment or other association with any Protected Party. The restrictions contained Employee agrees that the scope and duration set forth in this Section 7.5(a) shall 7 are reasonable and necessary to protect the Protected Parties' Proprietary Information, goodwill and employee relations. Employee agrees that the scope of the non-compete is limited and will not apply to any information which (x) restrict him from earning a living in his current field of employment. Employee further agrees that, upon the cessation of Employee's employment the Company, his experience and capabilities are such that he can obtain satisfactory employment with a new employer without violating the restrictions imposed on him hereunder, as he is at the Closing or thereafter becomes available to the public other than as a result of a disclosureonly prohibited from providing, directly or indirectly, finance, accounting, audit, treasury, strategic planning, budgeting, institutional sales or any other services that include interacting in any capacity with institutions or financial advisors for ten specified companies and their affiliate broker-dealers subject to Employee's non-solicitation and nondisclosure obligation to protect the Proprietary Information of the Protected Parties and that, therefore, the entry of an injunction to enforce the provisions in this Section 7 shall not prevent Employee from earning a livelihood. Employee also acknowledges that, provided Employee's employment is terminated without Cause by the Company, by Employee for Good Reason or upon expiration of the term hereof, and provided Employee complies in all material respects with the terms and conditions of the Release, Employee will receive his Base Salary and other benefits during the entire Restricted Period. If, at any time, any provision of this Section 7 shall be determined to be invalid or unenforceable by a Selling Partycourt of competent jurisdiction, the Company and Employee hereby agree that the court making this determination will have the power to reform the scope, duration, or (y) area of the term or provision to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is required valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision; and that this Agreement will be disclosed enforceable as so modified. Employee agrees that the Protected Parties are engaged in a highly competitive business and that by applicable requirements virtue of law; provided, that, in such eventEmployee's position and responsibilities with UVEST, the Selling Party making such disclosure shall use reasonable best efforts Company and Financial Holdings, as well as Employee's access to give reasonable advance notice of such requirement the Proprietary Information, it would be impossible or inadequate to Parent to enable Parent or measure and calculate the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each Protected Parties' damages from any breach of the Selling Parties covenants set forth in Schedule 7.5(b) further this Agreement. Accordingly, Employee agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly that if Employee breaches Section 6 or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of the Company or any of its Affiliates any employee of the Company during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminated. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation 7 of this Section 7.5 would cause Parent and Agreement, the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitledProtected Parties will have available to them, in addition to any other remedies available right or remedy, the right to obtain injunctive or other equitable relief from a court of competent jurisdiction. Employee further agrees that it may have, no bond or other security shall be required in obtaining such equitable relief and Employee hereby consents to a temporary restraining order the issuance of such injunction and to preliminary and final injunctive relief against a Selling Party to prevent any violations the ordering of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agencyspecific performance.

Noncompetition and Nonsolicitation. As further inducement for (ai) Each Selling Party understands and acknowledges that such Selling Party has had access to and has learned (a) information proprietary to the Company with respect to enter into the Business Purchase Agreement and to issue the Employee Equity Interest to Employee, the benefits of which Employee acknowledges constitute good and valuable consideration for the Employee’s entrance into this Agreement, (bii) Choice to enter into the Loan Agreement and the other information proprietary Loan Documents and make the Choice Loan to the Company, includingthe benefits of which Employee acknowledges constitute good and valuable consideration for the Employee’s entrance into this Agreement, without limitation(iii) the Company to provide the compensation and other benefits set forth in Section 1, trade secrets(iv) the Company to provide the Confidential Information to Employee during the Employment Term, processes, patent and trademark applications, product development, price, customer and supply lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans and all other confidential information (v) the Company to provide the Employee with respect one (1) year severance pay equal to the Business total compensation the Employee would have earned for the period of one (collectively1) year after termination of the Employee’s employment, “Proprietary Information”). Each Selling Party Employee agrees that, from and after the Closing for : (a) For a period of five one (51) years year after termination of the Closing DateEmployee’s employment and specifically conditioned upon full payment and satisfaction by the Company of the ▇▇▇ Promissory Note, such Selling Party (“Covenant Period”), and specifically conditioned upon the allowance of existing ownership interests of Employee that have been disclosed to Company: (i) will keep confidential all Proprietary InformationEmployee shall not, directly engage or own, manage, operate, control or participate in the ownership, management or control of, be employed by, or render services, or guarantee any obligation of, any Person (other than the Company and its Affiliates) engaged in or planning to become engaged in any business (as defined in the Company’s Form 10KSB for the year ending December 31, 2007 and as conducted by the Target) of the Company anywhere in the United States; provided, however, that Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without otherwise participating in the management or activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934; and (ii) will Employee shall not, directly or indirectly, disclose (A) induce or attempt to induce any Proprietary Information to any third party employee or use any Proprietary Information in any way and (iii) will not, directly or indirectly, misuse, misappropriate or exploit any Proprietary Information in any way. The restrictions contained in this Section 7.5(a) shall not apply to any information which (x) is at the Closing or thereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by a Selling Party, or (y) is required to be disclosed by applicable requirements of law; provided, that, in such event, the Selling Party making such disclosure shall use reasonable best efforts to give reasonable advance notice of such requirement to Parent to enable Parent or the Company to seek a protective order or other appropriate remedy with respect to such disclosure. (b) Each of the Selling Parties set forth in Schedule 7.5(b) further agrees that, from and after the Closing for a period of two (2) years after the Closing Date, each such Selling Party shall not, directly or indirectly: (a) deliberately take any action that would interfere with (i) any contractual or customer relationship independent contractor of the Company or its Affiliates in respect of the Business or (ii) any relationship of the Company or its Affiliates with its respective employees in respect of the Business or (b) solicit the services of (as employee, consultant or otherwise) or seek to cause to leave the employ of Company; or (B) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, consultant or other Person to cease doing business with the Company or in any of its Affiliates way interfere with the relationship between the Company and any employee Person who has been a customer, supplier, licensee, licensor, franchisee or consultant of the Company or Company at any time during employment of such employee by the Company or its Affiliates; provided, however, that an employee shall be deemed not to have been solicited if (i) such employee responded to a general solicitation not targeted to such employee, or (ii) such solicitation does not occur until at least ninety (90) days after such employee’s employment has been terminatedCovenant Period. (c) Notwithstanding anything to the contrary contained herein, in the event a Selling Party violates any of its obligations under this Section 7.5, Parent or the Company may proceed against such Selling Party in law or in equity for such damages or other relief as a court may deem appropriate. Each Selling Party acknowledges that a violation of this Section 7.5 would cause Parent and the Company irreparable harm which may not be adequately compensated for by money damages. Each Selling Party therefore agrees that in the event of any actual or threatened violation of this Section 7.5, Parent or the Company shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against a Selling Party to prevent any violations of this Section 7.5, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.5 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.5, any term, restriction, covenant or promise in this Section 7.5 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.