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Non-Competition; Non-Solicitation; Confidentiality; Non-Disparagement. As a condition to your right to receive the payment provided in [Section 2], you agree to the covenants that follow (the “Protective Covenants”). For purposes of this [Section 5.1], the term “Company” refers to the Company Group and any and all predecessors, and any and all present, former, and future successors, assigns, parents, subsidiaries, affiliates, divisions, members, committees and/or other related companies of any of the foregoing entities, and partners, partnerships, assigns, directors, officers, managers, fiduciaries, employees, shareholders, advisors, attorneys, representatives, and agents, both in their representative and individual capacities, of any of the foregoing entities. Furthermore, for purposes of this [Section 5.1], the term “Competing Enterprise” means any business, organization, person, third party or other entity that is or has been engaged in competition with the Company with respect to any project (or with respect to any customer or bona fide prospective customer of any such project to the extent such competition relates to such project) in which the Company has at any time within the preceding five years performed any significant development efforts of which you have significant knowledge.

The Company hereby irrevocably agrees not to circumvent, avoid, bypass, or obviate, directly or indirectly, the intent of this Agreement through any transaction, transfer, pledge, agreement, recapitalization, loan, lease, assignment, or otherwise. The Company (including affiliates of such parties) agrees that it will not attempt, directly or indirectly, to contact parties introduced to the Company by Network 1 on matters described in [section 2] of this Agreement or contact or negotiate with any confidential source provided by Network 1, except through Network 1 or with the expressed written consent of Network 1 as to each such contact. The Company shall not contact, deal with, or otherwise become involved in any transaction with any corporation, partnership, individual, any banks, trust or lending institutions introduced by or through Network 1 without the permission of Network 1. Any violation of this provision shall be deemed an attempt to circumvent this provision, and the Company shall be liable for damages in favor of the circumvented party

Non-Competition and Non-Solicitation. Participant agrees to comply fully with any written agreement between the Company and the Participant which provides for post-termination of employment restrictions against solicitation or competition (the “Restrictive Covenant Agreement”); provided, however, that if no such Restrictive Covenant Agreement exists, the Participant shall not for a period of [six (6), twelve (12), eighteen (18)] months after Participant’s voluntary termination of employment with Company or involuntary termination of employment by Company [for “Cause”], either himself or together with other persons, directly or indirectly: # own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, or control of or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, or use or permit Participant’s name to be used in connection with, any business engaged in the research, development, manufacture, sale, marketing or distribution of stainless steel, titanium, specialty alloys, metal powders or metal fabricated parts or components similar to or competitive with those manufactured by the Company (a “Competing Business”) as of the date the Participant’s employment with Company ends; provided, however, that nothing herein shall prevent the Participant from investing in the securities of any company listed on a national securities exchange, provided that Participant’s involvement with any such company is solely that of a stockholder of 5% or less of any class of the outstanding securities thereof; # solicit or divert to any Competing Business any individual or entity that is a customer or prospective customer of the Company or its subsidiaries or affiliates, or was such a customer or prospective customer at any time during the eighteen (18) months prior to the date of Participant’s employment termination with the Company; # induce, offer, assist, encourage or suggest # that another business or enterprise offer employment to or enter into a business affiliation with any Company employee, agent or representative, or any individual who acted as an employee, agent or representative of the Company in the previous six (6) months; or # that any Company employee, agent or representative (or individual who acted as an employee, agent or representative of the Company in the previous six (6) months) terminate his or her employment or business affiliation with the Company; or # hire or participate in the hiring of any Company employee or any person who was an employee of the Company in the previous six (6) months, by any business, enterprise or employer. For this purpose, “prospective customer” shall mean a person or business entity that the Company has identified as a user or potential user of the Company’s products and toward which the Company plans to direct sales or marketing activities.

Non-Use and Non-Disclosure. Advisor will not, during or subsequent to the term of this Agreement, use the Company’s Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the Company or disclose the Company’s Confidential Information to any third party. It is understood that said Confidential Information shall remain the sole property of the Company. Advisor further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information including, but not limited to, having each employee of Advisor, if any, with access to any Confidential Information, execute a nondisclosure agreement containing provisions in the Company’s favor identical to [Sections 2, 3 and 4]4]4] of this Agreement. Confidential Information does not include information which # is known to Advisor at the time of disclosure to Advisor by the Company as evidenced by written records of Advisor, # has become publicly known and made generally available through no wrongful act of Advisor, or # has been rightfully received by Advisor from a third party who is authorized to make such disclosure.

The Employee shall not solicit or attempt to solicit any customer and/or client or actively sought prospective client and/or customer of the Employer with whom the Employee: # dealt with on behalf of the Employer; or # coordinated or supervised dealings on behalf of the Employer, for the benefit of any person or entity that engages in the Employer’s Business.

The Executive agrees and acknowledges that the Confidential Information that the Executive will receive is valuable to the Company and that its protection and maintenance constitutes a legitimate business interest of the Company, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive.

NON-COMPETITION AND NON-SOLICITATION. In consideration of the Employer’s employment of the

Non-Competition and Non-Solicitation. During the Term of the Agreement and for a period of 12 months after the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Company:

Non-Interference. Without limiting the generality of [subparagraph 10.b]. above, during the twenty-four (24)-month period following his Separation Date, Pennypacker agrees he shall not, either personally or in conjunction with others either # solicit, interfere with, or endeavor to cause any restricted employee of the Company to leave his or her employment in order to work for a direct competitor, or # otherwise induce or attempt to induce any such restricted employee to terminate employment with the Company in order to work for a director competitor. For purposes of paragraph 10 (and the subparagraphs), a “restricted employee” is an employee of the Company with whom Pennypacker had a managing, reporting, or other special relationship, which could be exploited by him to persuade the restricted employee to leave his or her employment with the Company, and whom has special knowledge and/or information (including access to confidential information) that could cause the Company damage/harm if he or she went to work for a direct competitor. Nothing in this paragraph 10 (or its subparagraphs) is meant

Non-admission. Pennypacker and the Company both acknowledge and agree that nothing in this Agreement is meant to suggest that the Company has violated any law or contract or that he has any claim against the Company.

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