No Solicitation of Employees. Through January 31, 2020, she shall not directly or indirectly, whether individually or as an owner, agent, representative, consultant or employee, participate or assist any individual or business entity to solicit, employ or conspire with others to employ any of the Company’s employees. The term “employ” for purposes of this section means to enter into an arrangement for services as a full-time or part-time employee, independent contractor, agent or otherwise.

No Solicitation of Employees. You agree that during the Employment Term and for the period provided below after the termination of your employment for any reason, you will not employ any Restricted Employee (as defined below), or in any way induce or attempt to induce any Restricted Employee to leave the employment of [[Organization A:Organization]] or any of its affiliates. You agree that you will not take the actions described in the preceding sentence # with respect to any Restricted Employee at the level of Vice President or above for one (1) year after the termination of your employment for any reason, and # with respect to any Restricted Employee at the level of director for six (6) months after the termination of your employment for any reason. “Restricted Employee” refers to any person employed by [[Organization A:Organization]] or any of its subsidiaries or their respective predecessors or previously employed by [[Organization A:Organization]] or any of its subsidiaries or their respective predecessors (unless at such time such person has not been employed by [[Organization A:Organization]] and/or any of its subsidiaries or their respective predecessors for at least six (6) months).

No Solicitation of Employees/Customers. The Participant agrees that the no-employee solicitation covenant in this Section 5.b.(v) constitutes a reasonable and appropriate means, consistent with the best interests of both the Participant and the Company, to protect the Company’s interests in providing valuable equity compensation to the Participant and in preventing the loss or disclosure of the Company’s Confidential Information. As an inducement for the Company’s agreement to provide the Participant the equity compensation in this Agreement, and to provide the Participant with the Company’s Confidential Information, the Participant agrees that during the Participant’s employment, and for a period of one (1) year following the termination or resignation of the Participant’s employment, for whatever reason, the Participant will not, alone or in combination with any individual, partner(s), company, corporation, or other entity or business with which he is in any way affiliated, including, without limitation, any partner, limited partner, member, director, officer, shareholder, employee, or agent of any such entity, recruit, solicit, request, induce or attempt to influence, directly or indirectly, any employee of the Company to resign or terminate employment with the Company. The Participant agrees that for a period of one year (or, in the event the Awarded Units vest in accordance with Section 3.g. above, four years) following the termination or resignation of his employment, for whatever reason, whether involuntary or voluntary, he shall not, directly or indirectly, as an owner, stockholder, director, employee, partner, agent, broker, consultant or other participant solicit a customer or prospective customer, or accept any business from a customer or prospective customer with whom he or she has done business or with whom he or she has had contact during the last twelve (12) months of the Participant’s employment with the Company.

Solicitation of Employees. I agree that for the period of my employment by Company and for twelve (12) months after the date of termination of my employment I will not, either directly or indirectly, solicit, or attempt to solicit, or participate in the solicitation of, any employee, independent contractor or consultant of Company to terminate his or her relationship with Company in order to become an employee, consultant or independent contractor to or for any other person or entity. This restriction is limited to those Company employees, consultants, and independent contractors # who held such status with Company as of the date of my termination of employment or # who would have held such status as of the date of my termination of employment but for my having encouraged or solicited them to terminate their employment.

No Solicitation. Prior to the Termination Date, the Stockholder shall not, [shall cause its Subsidiaries not to,]7 and shall use its reasonable best efforts to cause its and their Representatives not to, directly or indirectly, solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to any Person relating to, or enter into or consummate any transaction relating to, any Company Competing Transaction. In addition, the Stockholder will[, and will cause its Subsidiaries]8 and use reasonable best efforts to cause its and their Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Transaction. The Stockholder will promptly (and in any event within two (2) Business Days) notify BRPA if the Stockholder [or any of its Subsidiaries,]9 or, to the Stockholder’s knowledge, any of the Stockholder’s Representatives receives any inquiry, proposal, offer or submission with respect to a Company Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide BRPA with a copy of such inquiry, proposal, offer or submission.

No Solicitation. Subject to Section 5.18, each Shareholder shall not, and shall cause its directors and officers in their capacities as such not to, and shall direct its other Representatives not to directly or indirectly, # solicit, initiate, knowingly encourage or knowingly facilitate any inquiry, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, # enter into, continue or otherwise participate or engage in any negotiations or discussions regarding, or furnish to any person other than Buyer or its Representatives any non-public information or data in furtherance of, any Acquisition Proposal or Inquiry, # approve, recommend, declare advisable or enter into an Alternative Acquisition Agreement, # agree to or propose publicly to do any of the foregoing. Each Shareholder shall, and shall cause each of its subsidiaries to, and shall direct the Representatives of such Shareholder and its subsidiaries to # immediately cease and cause to be terminated all existing discussions and negotiations with any Person and its Representatives (other than Buyer or any of its Representatives) conducted heretofore with respect to any Acquisition Proposal and # not terminate, amend, release or modify any provision of any standstill agreement (including any standstill provisions contained in any confidentiality or other agreement) to which it or any of its Affiliates or Representatives is a party. Nothing in this Section 4.4 shall prohibit each Shareholder or its Representatives from informing any Person of the existence of the provisions contained in this Section 4.4.

No Solicitation. In consideration of the valuable benefits you are receiving by virtue of executing this Agreement (which you expressly agree is sufficient consideration for the promises contained herein) and in light of ​ legitimate business interests as set forth in Section 22 above, you agree that from and after the date hereof and for a period of two (2) years from your Termination Date, you will not directly or indirectly solicit for employment any salaried employee of ​ with whom you had material business contact or about whom you had Confidential Information (as that term is defined below), whether employed at the corporate office or in the field. This restriction includes, but is not limited to, all officers of ​. You also agree that from and after the date hereof and for a period of two (2) years from your Termination Date, you will not directly or indirectly induce any vendor, supplier, franchisee, consultant, independent contractor or partner of ​ to reduce or curtail its relationship with ​. Additionally, you agree not to release names of any ​ salaried employees to recruiters, headhunters or employment agencies. Any person described in this Section shall be deemed covered by this Section while so employed or retained by ​ and for a period of two (2) years thereafter. This Section shall not apply to employees based in California.

No Solicitation. Each Stockholder, solely in his, her or its capacity as a stockholder of the Company, shall not, and shall cause his, her or its Representatives not to, directly or indirectly, # solicit, initiate, knowingly facilitate or knowingly encourage (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Company Takeover Proposal, # directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person regarding, or furnish to any Person any information or afford access to the business, properties, assets, books or records of the Company to, or take any other action to assist, knowingly facilitate or knowingly encourage any effort by any Person, in each case in connection with or in response to any inquiry, offer or proposal that constitutes, or could reasonably be expected to lead to any Company Takeover Proposal (other than, solely in response to an inquiry that did not result from a material breach of this Section 4.6, to refer the inquiring person to the restrictions of this Section 4.6 and of the Merger Agreement and to limit such Stockholder’s communication exclusively to such referral), # enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to any Company Takeover Proposal, # knowingly encourage or recommend any other holder of Company Common Stock to vote against the Merger or to not tender shares of Company Common Stock into the Offer or # resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct and cause his, her or its Representatives to, immediately cease and cause to be terminated all solicitations, discussions or negotiations regarding any inquiry, proposal or offer with any Person or groups that may be ongoing with respect to any Company Takeover Proposal or potential Company Takeover Proposal or that could reasonably be expected to lead to a Company Takeover Proposal. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” # shall include any general partner of such Stockholder thatis still affiliated with such Stockholder, but # shall exclude # any limited partner, # any general partner that is no longer affiliated with such Stockholder, and # any employees or other Representatives, in each case of clauses # to (iii), who do not have actual knowledge of the Transactions.

Non-Solicitation of Employees. So long as Employee is receiving compensation payments from the Company and one year following such time, Employee shall not directly or indirectly solicit for employment or for independent contractor work any employee of the Company or its affiliates, and shall not encourage any such employee to leave the employment of the Company or its affiliates.

You agree that during employment with the Company, and for a period of one (1) year following your departure from the Company, you will not (directly or indirectly, in association with others or otherwise), participate in hiring or attempting to hire away a Company employee or contractor, or induce or encourage any employees or contractors of the Company to terminate their relationship with the Company, without prior written consent of the Sr. HR Officer.