Agreement Ancillary to Other Agreements. This covenant not to compete is ancillary to and part of other agreements between Employer and Employee, including, without limitation, Employer’s agreement to disclose, and to continue to disclose, its Confidential Information and Trade Secrets, and its agreement to provide, and to continue to provide, training, education and development to Employee.

Ancillary Agreements. The Company and certain stockholders of the Company entered into the following agreements dated July 15, 2014 (collectively, the “Ancillary Agreements”): # the Right of First Refusal, Offer and Co-Sale Agreement (the “ROFR Agreement”); and # the Voting Agreement (the “Voting Agreement”). By execution of this Agreement, the parties agree that each of the SPIV and NCI will become a party to each of the Ancillary Agreements in the capacity of # a “Restricted Holder” under the ROFR Agreement, and # a “Stockholder” under the Voting Agreement, as such terms are defined in the respective Ancillary Agreement). In such capacities, each of the SPIV and NCI agrees to be bound by and subject to all the terms and conditions of each of the Ancillary Agreements. In furtherance of the foregoing, each of the SPIV and NCI agrees to execute the signature pages to each of the Ancillary Agreements substantially in the forms attached hereto as Exhibit A (the “Signature Pages”). The Signature Pages shall, with immediate effect upon execution, be incorporated into the respective Ancillary Agreements such that each Ancillary Agreement and the applicable Signature Page, when taken together, shall be deemed to constitute one and the same instrument.

Closing Ancillary Agreements. Each Closing Ancillary Agreement shall have been executed and delivered by the parties thereto and shall be in full force and effect.

Ancillary Agreements: As used herein, “Ancillary Agreements” shall mean any and all ancillary agreements contemplated by the Definitive Merger Agreement including, without limitation, any and all employment agreements, confidentiality agreements, voting agreements, merger and regulatory filings, and any and all other agreements competition agreements, schedules, exhibits, certificates and other documents that may be contemplated by the Definitive Merger Agreement.

Other Agreements. [[Organization A:Organization]] (or any guarantor) or any of Borrowers Affiliates fails to meet the conditions of, or fails to perform any obligation under any other agreement [[Organization A:Organization]] (or any guarantor) or any of [[Organization A:Organization]]’s Affiliates has with [[Organization B:Organization]] or any Affiliate of [[Organization B:Organization]].

OTHER AGREEMENTS. Any security agreements, liens and/or security interests securing payment of any obligations of [[Organization A:Organization]] owing to [[Organization B:Organization]] or its Affiliates also secure the Obligations, and are valid and subsisting and are not adversely affected by execution of this Agreement. An Event of Default under this Agreement constitutes a default under other outstanding agreements between [[Organization A:Organization]] and [[Organization B:Organization]] or its Affiliates.

Other Agreements. Borrowers will not enter into or permit to exist any agreement which: # would cause an Event of Default or a Default hereunder; or # contains any provision which would be violated or breached by the performance of Borrowers' obligations hereunder or under any of the other Loan Documents.

Other Agreements. The execution, delivery, and performance by Borrower of this Agreement and the other Loan Documents to which it is a party, and the execution, delivery and performance by Guarantor of the Loan Documents to which it is a party, do not and will not: # violate # any provision of any federal (including the Exchange Act), state, or local law, rule, or regulation (including Regulations T, U, and X of the Federal Reserve Board) binding on any Loan Party, # any order of any domestic Governmental Authority, court, arbitration board, or tribunal binding on any Loan Party, or # the Governing Documents of any Loan Party, or # contravene any provisions of, result in a breach of, constitute (with the giving of notice or the lapse of time) a default under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the Assets of any Loan Party pursuant to, any Contractual Obligation of any Loan Party, or # require termination of any Contractual Obligation of any Loan Party, or # constitute a tortious interference with any Contractual Obligation of any Loan Party, in each case, except as could not reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole.

Other Agreements. You agree that in connection with the settlement of vested Units, you will execute such documents as may be necessary to become a party to any stockholder, voting or similar agreements as the Company may require.

“Ancillary Agreements” means the DCO-Marina Agreement, the Substitute Guarantees, the Service Agreements, and any other related documents, instruments and agreements executed in connection with this Agreement.