Conversion of Company Membership Interests. At the Effective Time, upon the terms and conditions set forth in this Agreement, each Company Membership Interest issued and outstanding as of immediately prior to the Effective Time, shall by virtue of the Merger, be converted into and shall become the right to receive a portion of the Closing Merger Consideration and, if applicable, a portion of each of the Adjustment Escrow Amount and the Equityholders’ Representative Expense Fund Amount that is released to the Equityholders, in each case, in accordance with the terms and conditions of the Company’s Organizational Documents, applicable Law and any Equityholder agreements between or among the Equityholders as in effect immediately prior to the Effective Time (together, the “Allocation Requirements”) and the Payment Schedule. From and after the Effective Time, the holder(s) of certificates, if any, evidencing ownership of Company Membership Interests outstanding immediately prior to the Effective Time, shall be cancelled and any Company Membership Interests evidenced thereby shall no longer be outstanding and each holder thereof shall cease to have any rights with respect to such Company Membership Interests except the right to receive the consideration provided for herein pursuant to Section 3.2(a) and Section 11.1.

Protectable Interests of the Company. The Executive acknowledges that he has played and will continue to play an important role in establishing the goodwill of the Company and its related entities, including relationships with clients, employees, suppliers and shareholders. The Executive further acknowledges that over the course of his employment with the Company, he has and will continue to # develop special relationships with clients, employees, suppliers, and/or shareholders and/or # be privy to Confidential Information (as defined below). As such, the Executive agrees to the restrictions below in order to protect such interests on behalf of the Company, which restrictions the parties hereto agree to be reasonable and necessary to protect such interests.

Protectable Interests of the Company. The Executive acknowledges that he has played and will continue to play an important role in establishing the goodwill of the Company and its related entities, including relationships with clients, employees, suppliers and shareholders. The Executive further acknowledges that over the course of his employment with the Company, he has and will continue to # develop special relationships with clients, employees, suppliers, and/or shareholders and/or # be privy to Confidential Information (as defined below). As such, the Executive agrees to the restrictions below in order to protect such interests on behalf of the Company, which restrictions the parties hereto agree to be reasonable and necessary to protect such interests.

RESTRICTIVE COVENANTS. Executive understands and agrees that the Company has legitimate interests in protecting its goodwill, its relationships with business partners, and in maintaining its confidential information, trade secrets and Protected Information, and hereby agrees that the following restrictions are appropriate to protect such interests and are narrowly construed to meet such goals.

generally for carrying on, protecting or furthering of the Companies', the Bank's or the Affiliate Banks' business and interests; and

Employee recognizes that the Insight Companies have legitimate and protectable business interests in protecting their investments in, and their relationships with, their employees, clients, and potential clients. To protect these interests, Employee agrees:

Employee recognizes that the Insight Companies have legitimate and protectable business interests in protecting their investments in, and their relationships with, their employees, clients, and potential clients. To protect these interests, Employee agrees:

Employee recognizes that the Insight Companies have legitimate and protectable business interests in protecting their investments in, and their relationships with, their employees, clients, and potential clients. To protect these interests, Employee agrees:

Employee recognizes that the Insight Companies have legitimate and protectable business interests in protecting their investments in, and their relationships with, their employees, clients, and potential clients. To protect these interests, Employee agrees:

The landlord shall have the right to enter the rental properties at any time for the purpose of protecting its interests, insofar as it provides advance notification.