Non-Solicitation. During the Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination of the Directorship Term and/or at any time during the one year period prior to the termination of the Directorship Term, was an employee or customer of the Company or otherwise had a material business relationship with the Company.

Non-Solicitation. You agree that during any period in which Restricted Stock Units (and any related dividend equivalents) remain payable, # you will not directly or indirectly solicit or recruit for employment or encourage to leave employment with [[Bank of America:Organization]] or its Subsidiaries, on your own behalf or on behalf of any other person or entity other than [[Bank of America:Organization]] or its Subsidiaries, any person who is an employee of [[Bank of America:Organization]] or its Subsidiaries and # to the extent permissible under applicable law, you will not, directly or indirectly, on your own behalf or on behalf of any other person or entity other than [[Bank of America:Organization]] or its Subsidiaries, solicit any client or customer of [[Bank of America:Organization]] or its Subsidiaries which you actively solicited or with whom you worked or otherwise had material contact in the course of your employment with [[Bank of America:Organization]] and its Subsidiaries. Notwithstanding anything in this Agreement to the contrary, if # you are a permanent resident of California or # you are a tax resident of California who is assigned to perform services for [[Bank of America:Organization]] or any Subsidiary from an office located in California, the solicitation restriction described in # above will not apply to this Award.

Until the date twelve (12) months after the termination of Executive’s employment with the Company for any reason, Executive agrees to not, either directly or indirectly, solicit, induce, attempt to hire, recruit, encourage, take away, or hire any employee of the Company (or any Affiliate of the Company) or any individual that has been an employee of the Company (or any Affiliate of the Company) during the 6-month period prior to Executive’s termination of employment hereunder or cause any such employee or former employee to leave his or her employment either for Executive or for any other entity or person.

Non-Solicitation. During your employment with the Company and for a period of one (1) year thereafter, you will not directly or indirectly solicit away employees or consultants of the Company for your own benefit or for the benefit of any other person or entity.

Non-Solicitation. In consideration of the Award made to Participant under this Agreement, starting on the Grant Date and ending on the date that is exactly twelve (12) months after Participant's “Separation Date” (defined below), Participant shall not directly or indirectly recruit or solicit for hire, or hire, or assist in any manner in the recruitment, solicitation for hire or hiring, of any employee or officer of the Company or any of its Subsidiaries or Affiliates in each case involving employment by any individual, business or entity other than the Company or one of its Subsidiaries or Affiliates, or in any way induce any such employee or officer to terminate his or her employment with the Company or any of its Subsidiaries or Affiliates. For purposes of this Paragraph, "Separation Date" means the date on which Participant's employment with the Company or one of its Subsidiaries or Affiliates terminates for any reason. A violation of this Paragraph 12 by Participant shall constitute a “material violation” of an “agreement between the Participant and the Company” within the meaning of clause (iii) of the definition of Disqualifying Activity. The provisions of this Paragraph 12 shall be in addition to, and shall not supersede or replace, the provisions of any employment or other agreement between Participant and the Company or any of its Subsidiaries or Affiliates that contains similar or additional restrictions on Participant.

During the period commencing on the date hereof and ending on December 31, 2023 (or, if earlier, either # the date that is 30 days after the Company receives written notice from Executive that the Company has materially breached this Agreement if such breach is not cured by the Company within such 30-day period or # the date that is two years after the last day of Executive’s service with the Company), Executive will not, directly or indirectly, for himself or on behalf of any person or entity, solicit or attempt to solicit any of Southern’s or its subsidiaries’ employees to leave their employment with Southern or any such subsidiary. The provisions of this Section 10 shall only apply to those persons employed by Southern or its subsidiaries at the time of the solicitation or attempted solicitation, shall not restrict the hiring of any person which occurred without any recruitment or solicitation by Executive (including by reason of placing a general advertisement to hire which is not targeted at the employees of Southern or any subsidiary), and shall not prevent Executive from responding to contacts initiated by such employees or providing references if requested by any such employee.

During the Non-Solicitation Period, you shall not directly or indirectly engage or attempt to engage in any of the following acts:

Non-solicitation. In consideration of the payment by the Company to [[Mr. Roberts:Person]] of amounts that may hereafter be paid to [[Mr. Roberts:Person]] pursuant to this Agreement (including, without limitation, pursuant to [Sections 3 and 5] hereof) and other obligations undertaken by the Company hereunder, [[Mr. Roberts:Person]] agrees that during his employment with the Company and for a period of one year following the date of termination of his employment, without the written consent of the Company [[Mr. Roberts:Person]] shall not, directly or indirectly, # solicit, encourage or recruit, or attempt to solicit, encourage or recruit any of the employees, agents, consultants or representatives of the Company or any of its affiliates to terminate his, her, or its relationship with the Company or such affiliate; or # solicit, encourage or recruit, or attempt to solicit, encourage or recruit, any of the employees, agents, consultants or representatives of the Company or any of its affiliates to become employees, agents, representatives or consultants of any other person or entity. The foregoing notwithstanding, actions by SGI (including its affiliates) or by [[Mr. Roberts:Person]] in his capacity as a director or executive officer of SGI (or its affiliates) relating to hiring shall not be deemed to violate this Section 6(b), and actions by [[Mr. Roberts:Person]] during his employment that are intended to further the business and are in the best interests of the Company and its affiliates shall not be deemed to violate this Section 6(b).

Non-Solicitation. For a period that begins on the Effective Date and ends on the later of # the date the last payment required by Paragraph 2 is due or # the first anniversary of the Effective Date, regardless of the reason therefor, in consideration of the payments in Paragraph 2 hereof, Employee shall not # directly or indirectly solicit on Employee’s own behalf or on behalf of any other person, firm, or entity, services similar to those Employee provided while employed by Employer from or for any person or entity which is a client of Employer, that was a client of Employer in the two (2) years prior to Employee’s Termination Date, or that was a prospective client of Employer with whom Employee had contact, and for which Employee materially participated in Employer’s marketing efforts to such prospective client, within two (2) years prior to Employee’s Termination Date (collectively, “Client”) or induce any such Client to cease to engage the services of Employer or to use the services of any entity or person that competes directly with a material business of Employer, where the identity of such Client, or the Client’s need, desire, or receptiveness to services offered by the Employer is known by Employee as part of his/her employment with Employer; # perform any services relating to advertising, marketing, research, public relations, or related services for any such Client; # directly or indirectly solicit any employee who was employed by Employer within one (1) year of Employee’s Termination Date to leave such employ to enter the employ of Employee or of any person, firm, or other entity with which Employee is then associated, or induce or encourage any such employee to leave the employment of Employer or to join any other company, or hire any such employee, or otherwise interfere with the relationship between the Employer and any of its employees; or # engage in any conduct that in any way interferes with the relationship between Employer and any of its employees or clients. Employee acknowledges that the above restrictions are reasonable and necessary to protect Employer’s legitimate business interest.

NON-SOLICITATION. During the term of this Agreement and in the event of a termination without Cause of this Agreement by the Company pursuant to Section 16(iii), for two (2) years after the Termination Date, the Company shall not, without the consent of the Advisor, employ or otherwise retain any employee of the Advisor or any of its Affiliates or any person who has been employed by the Advisor or any of its Affiliates at any time within the two (2) year period immediately preceding the date on which such person commences employment with or is otherwise retained by the Company. The Company acknowledges and agrees that, in addition to any damages, the Advisor may be entitled to equitable relief for any violation of this Section 21 by the Company, including, without limitation, injunctive relief.