Non-Transferability. Benefits under this Plan cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

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.

At all times during the employment with the Company and for the Confidentiality Period under [Section 5.4] of this Agreement, neither party shall make (or cause to be made) to any Person any defamatory, disparaging or false statement about the other.

During the period of Employee’s employment hereunder and for the one (1) year thereafter (“Non-Competition Period”), the Employee shall not, within any county in which the Company or any subsidiary of the Company provides services, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business substantially similar to the Company’s current businesses. Investments in less than five percent (5%) of the outstanding securities of any class of a corporation subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, shall not be prohibited by this Section 5.

Non-Disparagement. The Parties agree not to defame, disparage or criticize each other at any time.

Non-Competition. You acknowledge that as a result of your position at the Company, you have learned or developed, or will learn or develop, confidential information and that use or disclosure of such confidential information is likely to occur if you were to render advice or services to any Seritage Competitor (as defined below). For twelve (12) months, following the termination of your employment with the Company, you will not, directly or indirectly, aid, assist, participate in, consult with, render services for, accept a position with, become employed by, or otherwise enter into any relationship with (other than having a passive ownership interest in or being a customer of) any Seritage Competitor. For purposes of this Letter Agreement, "Seritage Competitor" means the companies listed on [Appendix A], each of which you acknowledge is a Seritage Competitor.

Non-Contravention. Except as stated in the Capital Stock Exchange Agreement with Epoint Payment Corp, Paragraph 2.2(c), 2.7(d), 2.16, 2.18 and subject to the consent of Epoint Payment Corp., the execution, delivery and performance of and compliance with the Transaction Documents by [[Organization B:Organization]] do not and will not result in any violation of or conflict with the Certificate of Incorporation or [[Organization B:Organization]]’s Bylaws, or result in a material breach of, or constitute a material default under any material agreement to which [[Organization B:Organization]] or its properties or assets is or may be bound.

Non-Competition. In connection with the sale of all of Employee’s stock in IPS, including the transfer of goodwill, which the Parent considers to be a valuable asset, and in exchange for good and valuable consideration offered to the Employee including the payments and benefits under this Agreement, the Employee agrees, during the term of this Agreement and for twenty-four (24) consecutive months thereafter beginning on the Termination Date (the “Non-Compete Term”), to run consecutively, beginning on the last day of the term, to be bound by the non-compete provisions contained herein in order to protect the goodwill of the Company acquired by the Parent under the Acquisition Agreement and the legitimate business interests of the Company described under Section 4.5 herein. Employee agrees and covenants not to (on Employee’s own behalf or that of any Person other than the Company) engage in Prohibited Activity during the Non-Compete Term.

Non-Disparagement. Employee agrees and covenants that Employee will not, directly or indirectly, at any time during or after Employee’s employment with the Company, make, publish or communicate to any Person or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company or its businesses, or any of its subsidiaries, affiliates, employees, officers, directors, investors, managers, members, beneficial owners and other associated third parties.