No Solicitation of Employees. Through ​, 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 ​ 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 ​ or any of its subsidiaries or their respective predecessors or previously employed by ​ or any of its subsidiaries or their respective predecessors (unless at such time such person has not been employed by ​ 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. For a period of two (2) years following the termination of employment, regardless of the reason for or the manner of termination, the Participant shall not directly or indirectly induce or be involved in the recruitment of any person who was an employee of the Corporation or any Affiliate at the termination date and with whom the Participant had material dealings during the last two (2) years preceding the termination date to leave the employment of the Corporation or any Affiliate. Furthermore, the Participant shall not for a period of two (2) years following the termination date directly or indirectly induce or be involved in the recruitment of any person who was an employee of the Corporation or any Affiliate at the termination date and with whom the Participant had material dealings during the last two (2) preceding the termination date to become employed by, associated with and/or form part of any business or concern, in any capacity whatsoever, of any Competitor. The Participant must inform the Corporation immediately on becoming aware of any such recruitment.

In consideration for your employment with the Company, the financial and other benefits you received from that employment, and/or access to Confidential Information and/or Trade Secrets, as defined in this Agreement, 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, whom you worked with, managed, or supervised without prior written consent of the Sr. HR Officer.

Non-Solicitation of Employees. In consideration of the Units being awarded hereunder, Employee agrees and covenants that during the period of his/her employment and for a period of twelve (12) months after that employment ends for any reason, Employee shall not, in person or through others, directly or indirectly, solicit, attempt to induce to leave employment with the Company, hire, and/or employ any employees of the Company.

In further consideration for the providing of technical support by ​, Licensee agrees that except with the prior written consent of ​, during the term of this Agreement and for a period of two (2) years thereafter, Licensee will not solicit for employment with Licensee or have any discussion with any current or former employee(s) of ​ concerning employment of any nature, and Licensee shall not induce or attempt to influence any employee of ​ to terminate his or her employment with ​. An individual is considered to be a former employee of ​ if employed by ​ within the two years prior to execution or termination of this Agreement, whichever should later occur.

Non-Solicitation of Employees. During Executive’s employment and for the one-year period following termination of Executive’s employment for any reason (the “Coverage Period”), Executive hereby agrees not to, directly or indirectly, solicit, hire, seek to hire, or assist any other person or entity (on her own behalf or on behalf of such other person or entity) in soliciting or hiring any person who is at that time an employee, consultant, independent contractor, representative, or other agent of the Company or any of its Affiliates to perform services for any entity (other than the Company or its Affiliates), or attempt to induce or encourage any such employee to leave the employ of the Company or its Affiliates.

Non-Solicitation of Employees. Consultant agrees that during its engagement by the Company and for a period of one (1) year after termination or cessation of such engagement, Consultant shall not directly or indirectly recruit, solicit or hire any employee of the Company or its affiliates, or induce or attempt to induce any employee of the Company or its affiliates to discontinue his or her employment relationship with the Company or its affiliates. This section does not apply to University employees who may also be providing services in some manner to the Company or who report to Consultant.

No General Solicitation. At no time was Grantee presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and issue of the Shares.

No Solicitation, Etc. You agree that, while employed by ​ and for the greater of twelve (12) months thereafter or for so long as payments are due to you pursuant to paragraph 7(b), 7(c), 7(f) or 7(k) of this Agreement, you shall not, directly or indirectly:

Non-Solicitation of Customers and Employees. During the Restricted Period, the Employee agrees that he or she will not, directly or indirectly, for his own account or on behalf of any other person or entity, # solicit, call upon or accept business from, any customer of the Company with whom Employee (or any person supervised or directed by Employee) has had direct personal contact, or about whom Employee has learned Confidential Information or other business information in the course of Employee’s employment with the Company (a “Restricted Customer”); or # interfere with the business relationship between the Restricted Customer and the Company; or # solicit, induce, persuade or hire, or attempt to solicit, induce, persuade or hire, or assist any third party in the solicitation, inducement, persuasion or hiring of, any employee of the Company who worked for the Company during Employee’s tenure with the Company, to leave the employ of the Company.

Non-Solicitation of Employees and Agents. Grantee acknowledges and agrees that during his/her employment, and for a period of twenty-four (24) months after the Date of Termination, Grantee has not and will not, directly or indirectly, whether on behalf of the Grantee or others, solicit, lure or attempt to hire away any of the Company's employees or agents.