Non-circumvention. The Borrower hereby covenants and agrees that the Borrower will not, by amendment of its Certificate or Articles of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all the provisions of this Note and take all action as may be required to protect the rights of the Holder.

Non Payment. Any Borrower or any other Loan Party fails to pay # when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or # within three (3) days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or # within five (5) days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

Non-Registration. The Shareholders understand that the Preferred Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholders’ representations as expressed herein. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Preferred Stock in accordance with the Company’s charter documents or the laws of its jurisdiction of incorporation.

Non-Disparagement. Employee, as well as their successors, affiliates, assigns, participants, agents, representatives, attorneys and all persons acting by, under, through or in concert with him, shall refrain from making remarks either orally or in writing, generally, specifically, or by implication, to the press, the electronic broadcast media, or to any other third person, regarding any facts or opinions which might tend to reflect adversely on the [[Organization A:Organization]], its products, services and/or its officers. If Employee wishes to make a public statement regarding the [[Organization A:Organization]], for example, by publishing an account of his or her time with the [[Organization A:Organization]] in a book or article, Employee may submit such statement(s) to the [[Organization A:Organization]] for prior review and consent, and the [[Organization A:Organization]] will respond in a mutually agreed timeframe with such consent not to be unreasonably withheld. Notwithstanding anything to the contrary contained in this paragraph, this covenant does not extend or apply to statements that may be made in any legal proceeding.

Non-Exclusivity. The Service Provider may enter into subsequent engagements with the Company or any other company or person separate from this Agreement to provide the same or similar services as set forth in this Agreement; provided, however, that such subsequent engagements may not preclude or prevent the Service Provider from performing its duties under this Agreement.

Non-Transferability. Except to the extent permitted by the Code, the rules promulgated under Section 16(b) of the Exchange Act or any successor statutes or rules:

Non-Interference. With respect to Covered Products, during the Restricted Time, you will not solicit or sell to (or attempt to solicit or sell to) any customer or prospective customer, or any supplier, licensee or other business relation of the Company or an Affiliate (each, a “Restricted Third Party”) # for which you, directly or indirectly, engaged or had responsibility on behalf of the Company or an Affiliate during the Relevant Period, or # for which you have obtained, been provided, or had access to confidential information of the Restricted Third Party, nor will you induce (or attempt to induce) any Restricted Third Party to cease or diminish doing business with the Company or an Affiliate or in any way interfere with the relationship between any Restricted Third Party and the Company or an Affiliate. A “prospective customer” of the Company or an Affiliate is a person or entity with whom the Company or an Affiliate was engaged in communications or negotiations to provide services or sell Covered Products during the Relevant Period.

Non-Contravention. Neither the execution and delivery of this Agreement by such Stockholder nor the consummation of the transactions contemplated hereby nor compliance by such Stockholder with any provisions herein will # if such Stockholder is not an individual, violate, contravene or conflict with or result in any breach of any provision of the certificate of incorporation or bylaws (or other similar governing documents) of such Stockholder, # require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity on the part of such Stockholder, except for compliance with the applicable requirements of the Securities Act, the Exchange Act or any other United States or federal securities laws and the rules and regulations promulgated thereunder, # violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Contract or other legally binding instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of its assets may be bound, # result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien on any Subject Shares of such Stockholder (other than one created by Parent or Merger Sub), or # violate any Law or Judgment applicable to such Stockholder or by which any of its Subject Shares are bound, except as would not, in the case of each of clauses (c), (d) and (e), prevent or materially delay or materially impair such Stockholder’s ability to timely perform its obligations or the consummation by such Stockholder of the transactions contemplated by this Agreement. No trust of which such Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby.

Non-Disparagement. Except as may be compelled by law or as authorized in writing by the Company, during and at all times after Employee’s employment with the Company, Employee shall not make any oral or written defamatory or recklessly malicious statements, or take any actions, which could disparage or denigrate the Company or its current or former officers, directors, employees, products or services.

Non-Solicitation. During the Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination of the Directorship Term and/or at any time during the one year period prior to the termination of the Directorship Term, was an employee or customer of the Company or otherwise had a material business relationship with the Company.