Equitable Reformation. The parties hereto agree that if any portion of the covenants set forth herein are held to be illegal, invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as to time and geographical area. Employer and Employee agree that, if any court of competent jurisdiction determines the specified time period or the specified geographical area applicable herein to be illegal, invalid, unreasonable, arbitrary or against public policy, a lesser time period or geographical area that is determined to be reasonable, non-arbitrary and not illegal or against public policy may be enforced against Employee. Employer and Employee agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by Employer and the Confidential Information and Trade Secrets and training provided by Employer to Employee.

Reformation. In the event that one or more of the provisions herein shall for any reason be held to be invalid or unenforceable, the parties hereto expressly agree to and authorize the modification of such provisions to be enforceable to the maximum extent permitted by applicable law, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Furthermore, a determination in any jurisdiction that this Agreement, in whole or in part, is invalid, illegal, or unenforceable shall not in any way affect or impair the validity, legality, or enforceability of this Agreement in any other jurisdiction.

Reformation. If the FCC determines that this Agreement is inconsistent with the terms and conditions of the FCC Laws or if any governmental body alters the permissibility of this Agreement subsequent to the date of this Agreement under the requirements of law, then the Parties agree to use reasonable best efforts to modify this Agreement as necessary to cause this Agreement (as modified) to comply with such new requirements of law and to preserve to the extent possible the economic arrangements and management arrangement set forth in this Agreement.

Reformation. If the FCC should # change its rules in a manner that would adversely affect the enforceability of this Agreement, # directly or indirectly reject or take action to challenge the enforceability of this Agreement, or # take any other steps whatsoever, on its own initiative or by petition from a third party, to directly or indirectly challenge this Agreement or any provision hereof, then the parties hereto shall promptly negotiate in good faith to attempt to reform and amend this Agreement so as to eliminate or amend to make unobjectionable any portion that is the subject of any FCC action, provided, that neither party shall be obligated to reform or amend this Agreement under the foregoing circumstances if any such amendment or modification, in the reasonable judgment of such party, would not provide to or afford such party substantially the same rights, duties and obligations such party has under this Agreement as of the date hereof.

Reformation. All Parties hereby agree that neither Party intends to violate any public policy, statutory or common law, rule, regulation, treaty or decision of any government agency or executive body thereof of any country or community or association of countries; that if any word, sentence, paragraph or clause or combination thereof of this Agreement is found, by a court or executive body with judicial powers having jurisdiction over this Agreement or any of its Parties hereto, in a final unappealed order to be in violation of any such provision in any country or community or association of countries, such words, sentences, paragraphs or clauses or combination shall be inoperative in such country or community or association of countries, and the remainder of the Agreement shall remain binding upon the Parties hereto.

Reformation. Executive acknowledges and agrees that should a court of competent jurisdiction find the period of time of any restrictive covenant and/or the scope for any restrictive covenant contained herein as it applies to Executive to be unreasonably broad and/or unduly restrictive, Executive agrees that the court shall have the authority to determine what is reasonable, and Executive shall abide by the court’s determination and the restrictions set by the court as though the same were originally incorporated herein.

Equitable Remedies. The Parties agree that: # monetary damages will be inadequate to compensate the disclosing Party for any breach of this Section 35; # that any such breach will cause irreparable harm to the disclosing Party; # the disclosing Party will have no adequate remedy at law; # the balance of harms will tip in the disclosing Party’s favor; and # injunctive or other equitable relief is in public interest. The Parties further agree that, in the event of any breach or threatened breach of this

Equitable Relief. The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this arbitration agreement and without abridgment of the powers of the arbitrator.

Equitable Adjustment. In the event that, subsequent to the Effective Time of its Merger with Beeline, the Conversion Price of the Company’s Series F and Series F-1 Preferred Stock is reduced on one or more occasions, pursuant to [Section 5(e)(i)] of the Certificates of Designation of the Company’s Series F and Series F-1 Preferred Stock, with the result that additional shares of Common Stock become issuable upon conversion of the Series F and Series F-1 Preferred Stock (such additional issuable Common shares being, collectively, “Adjustment Shares”), then, in each such event, the Company will issue to Executive shares of Common Stock totaling in number one percent (1%) of the additional Adjustment Shares. Adjustment Securities shall be issued to Executive when required under this [Section 2(e)], regardless of whether Executive remains employed by the Company.

Equitable Relief. You acknowledge that the services you provide to the Company and/or its Affiliate(s) are of a unique nature and that it would be difficult to replace such services. You also acknowledge that a breach of any of the Restrictive Covenants contained in this Agreement may cause irreparable damage to the Company and its Affiliate(s), the exact amount of which would be difficult to ascertain, and that any remedies, including the repayment and forfeiture remedies set forth in Paragraph 4 of this [Annex A] and any remedies permissible under law, for any such breach or threatened breach would be inadequate. Accordingly, in the event the Company determines that you have breached or attempted or threatened to breach any of the Restrictive Covenants, in addition to any other remedies at law or in equity the Company may have available to it, it is agreed that the Company will be entitled to institute and prosecute proceedings in any court, tribunal or arbitrator of competent jurisdiction for specific performance, a temporary restraining order or preliminary injunction (without the necessity of # proving irreparable harm, # establishing that monetary damages are inadequate or # posting any bond with respect thereto) against you prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach.