Employee Non-Solicitation. During the Restriction Period, no Seller or Seller Affiliate shall, directly or indirectly, # encourage any Business Employee as of the Closing Date to terminate their relationship with the Buyer or Buyer’s Affiliates (including the Target Companies) or the Business, or # solicit, hire, retain, employ or otherwise engage (or attempt to do the same) any officer, director, manager, employee or independent contractor of the Target Companies or the Business who is or was within the six (6) month period prior to the date upon which such solicitation would occur an officer, director, manager, employee, agent or independent contractor of the Buyer or Buyer’s Affiliates; provided, however, that the foregoing shall not prohibit Sellers and Sellers’ Affiliates from making any general solicitation for employment that is not specifically targeted to the officers, directors, managers, employees or independent contractors of the Target Companies or the Business.

Customer Non-Solicit. During the Restriction Period, no Seller or Seller Affiliate shall, directly or indirectly, solicit or induce, or actively encourage (or attempt to do any of the foregoing), any customer, supplier, licensor or licensee of any Target Company or the Business as of Closing Date or any prospective customer, supplier, licensor, or licensee that has been targeted by any Target Company or the Business within the six (6) month period prior to the Closing Date to # terminate or otherwise materially and adversely modify its relationship with any Target Company or the Business or # engage in business with a competitor of any Target Company or the Business.

During the Restricted Period, the Seller shall not, and shall not permit any of Seller Affiliates to directly or indirectly, personally or through others, solicit for the purpose of offering employment to or hiring (whether as an employee, consultant, agent, independent contractor or otherwise) or actually hire any Transferred Employees, unless such individual is # no longer in the employ of the Purchaser or its subsidiaries or # solicited through general non-targeted solicitation or advertisement in print media, online or through an employment agency (in which case such individual may be hired as a result of such solicitation).

During the Restricted Period, the Purchaser shall not, and shall not permit any of its controlled Affiliates to directly or indirectly, personally or through others, contact, approach or solicit for the purpose of offering employment to or hiring (whether as an employee, consultant, agent, independent contractor or otherwise) or actually hire any individual who is on the Closing Date an employee of the Seller or any Seller Affiliate (other than the Transferred Employees) and that the Purchaser first came into contact with in connection with the process leading up to the execution and delivery of this Agreement or in connection with the consummation of the transactions contemplated by this Agreement or the other Transactional Agreements, unless such individual is # no longer in the employ of the Seller or any Seller Affiliate, # contacted or solicited through general non-targeted solicitation or advertisement in print media, online or through an employment agency (in which case such individual may be hired as a result of such solicitation) or # set forth on the list titled “Sam – Exceptions to Purchaser No-Solicit” provided by or on behalf of Seller to Purchaser on or prior to the date of this Agreement.

Non-Solicitation. During the Restriction Period, the Employee shall not (other than on behalf of the Company), directly or indirectly, for the Employee’s own account or for the account of any other Person # solicit, represent in any capacity (or otherwise be involved in any way), accept or transact any business with or from any Customers or prospective Customers that were Customers or prospective Customers at any time during the period within 3 years prior to the Termination of Employment, # take any action reasonably likely to damage the business or prospects of the Company, including without limitation inducing or attempting to induce or encourage any of such Customers or prospective Customers to withdraw or fail to renew any business with, or otherwise curtail, cancel or divert any business away from, the Company, or # solicit or hire (as an employee, independent contractor, consultant or otherwise) any person, or solicit or facilitate the employment (as an employee, independent contractor, consultant or otherwise) of any such person by another entity or person, who is employed or retained by the Company or who was employed or retained by the Company at any time during the period within 12 months prior to the Termination of Employment.

Employee Non-Solicitation. During the Restricted Period, Employee shall not, directly or indirectly, except for the benefit of the Company, solicit or induce, or attempt to solicit or induce, any employee, contractor or consultant of the Company to terminate, reduce or otherwise alter to the detriment of the Company such person’s business relationship with the Company.