Non-competition with the Company. The parties acknowledge: # that Executive’s services under this Agreement require special expertise and talent in the provision of Competitive Services and that Executive will have substantial contacts with customers, suppliers, advertisers and vendors of the Company; # that pursuant to this Agreement, Executive will be placed in a position of trust and responsibility and he will have access to a substantial amount of Confidential Information and Trade Secrets and that the Company is placing him in such position and giving him access to such information in reliance upon his agreement not to compete with the Company during the Restricted Period; # that due to his management duties, Executive will be the repository of a substantial portion of the goodwill of the Company and would have an unfair advantage in competing with the Company; # that due to Executive’s special experience and talent, the loss of Executive’s services to the Company under this Agreement cannot reasonably or adequately be compensated solely by damages in an action at law; # that Executive is capable of competing with the Company; and # that Executive is capable of obtaining gainful, lucrative and desirable employment that does not violate the restrictions contained in this Agreement. In consideration of the compensation and benefits being paid and to be paid by the Company to Executive hereunder, Executive hereby agrees that, during the Restricted Period, Executive will not, without prior written consent of the Company, directly or indirectly seek or obtain a Competitive Position in the Restricted Territory; provided, however, that # the provisions of this Agreement shall not be deemed to prohibit the ownership by Executive of any securities of the Company or its affiliated entities or not more than five percent (5%) of any class of securities of any corporation having a class of securities registered pursuant to the Exchange Act; # for purposes of this § 13(c)(iv) only, the Restricted Period shall be reduced to eighteen (18) months if Executive’s employment is terminated by Company or Executive pursuant to § 8(a) (Prior to a Change in Control: Resignation by Executive for Good Reason; Termination by the Company Other Than for Cause, Death or Disability); and # this § 13(c)(iv) shall lapse and terminate at the end of the Employment Period if the Company gives notice to Executive pursuant to § 3 that this Agreement will not be extended.

In consideration for the Company. The parties acknowledge: # that Executive’s services under this Agreement require special expertiseseverance payments and talentbenefits set forth in the provision[Section 1] of Competitive Services and that Executive will have substantial contacts with customers, suppliers, advertisers and vendors of the Company; # that pursuant to this Agreement, Executive willagrees for a period of 12 months after the Effective Date (the “Noncompetition Restricted Period”) to not, directly or indirectly, on Executive’s own behalf or for the benefit of any other individual or entity: # operate, conduct, engage in, or own (except as a holder of not more than 1% of the outstanding stock of a publicly held company), or prepare to operate, conduct, engage in, or own any business or enterprise that develops, manufactures, markets, licenses, sells or otherwise provides, or is preparing to develop, manufacture, market, license, sell or otherwise provide, any product or service that competes with any product or service developed, manufactured, marketed, licensed, sold or otherwise provided, or planned to be placeddeveloped, manufactured, marketed, licensed, sold or otherwise provided by the Company while Executive was employed by the Company (a “Competing Business”) or # participate in, render services to, or assist any individual or entity that engages in a positionCompeting Business in any capacity (whether as an employee, manager, consultant, director, officer, contractor, or otherwise) # which involve the same or similar types of trustservices Executive performed for the Company at any time during the last two years of Executive’s employment or engagement with the Company or # in which Executive could reasonably be expected to use or disclose Proprietary Information, in each case [(i) and responsibility(ii)])] limited to each city, county, state, territory and he will have access tocountry in which # Executive provided services or had a substantial amountmaterial presence or influence at any time during Executive’s last two years of Confidential Information and Trade Secrets and thatemployment or engagement with the Company or # the Company is placing himengaged in such position and giving him accessor has plans to such informationengage in reliance upon his agreement not to compete with the Company during the Restricted Period; # that due to his management duties, Executive will be the repository of a substantial portionCompeting Business as of the goodwill ofEffective Date. Without limiting the Company and would have an unfair advantageCompany’s ability to seek other remedies available in competing withlaw or equity, if Executive violates this [Section 4(b)], the Company; # that due to Executive’s special experience and talent, the loss of Executive’s services to the Company under this Agreement cannot reasonably or adequately be compensated solely by damages in an action at law; # that Executive is capable of competing with the Company; and # that Executive is capable of obtaining gainful, lucrative and desirable employment that does not violate the restrictions contained in this Agreement. In consideration of the compensation and benefits being paid and to be paid by the Company to Executive hereunder, Executive hereby agrees that, during the Restricted Period, Executive will not, without prior written consent of the Company, directly or indirectly seek or obtain a Competitive Position in the Restricted Territory; provided, however, that # the provisions of this Agreement shall not be deemed to prohibit the ownership by Executive of any securities of the Company or its affiliated entities or not more than five percent (5%) of any class of securities of any corporation having a class of securities registered pursuant to the Exchange Act; # for purposes of this § 13(c)(iv) only, theNoncompetition Restricted Period shall be reduced to eighteen (18) months if Executive’s employmentextended by one day for each day that Executive is terminated by Company or Executive pursuant to § 8(a) (Priorin violation of such provisions, up to a Change in Control: Resignation by Executive for Good Reason; Termination bymaximum extension equal to the length of the Noncompetition Restricted Period, so as to give the Company Other Than for Cause, Death or Disability); and # this § 13(c)(iv) shall lapse and terminate at the endfull benefit of the Employment Period if the Company gives notice to Executive pursuant to § 3 that this Agreement will not be extended.bargained-for length of forbearance.

3.1During the period of the Executive’s employment with the Company. TheCompany and for a period of one year following the Separation Date (other than upon a termination without Cause, in which case the obligations under this [Section 3.1] cease upon separation from employment, absent a mutual agreement of the parties acknowledge: #in a new agreement with respect to such period), the Executive shall not, directly or indirectly, own, manage, control, operate, be employed by, participate in or be connected with the ownership, management, operation or control of any business which competes with the Company or any of its affiliated companies (each, a “Competitor”) in the Restricted Area, if the Executive would be performing job duties or services for the Competitor that are of a similar type that the Executive performed for the Company at any time during the last two years of the Executive’s employment. The Executive acknowledges that undertaking any leadership role for a Competitor would constitute performing job duties or services underof a similar type that he performed for the Company. Further, for purposes of this Agreement require special expertise and talent[Section 3.1], “Restricted Area” shall mean the geographic areas in which the provisionExecutive, during the last two years of Competitive Services and that Executive will have substantial contacts with customers, suppliers, advertisers and vendorsemployment, provided services or had a material presence or influence (which, given his position as Chief Operating Officer, would be any area in which the Company was conducting business). The foregoing shall not apply to passive ownership of less than 5% of the Company; #outstanding stock of a publicly held corporation, which ownership is disclosed to the CEO. The restricted period will be extended to two years following cessation of employment if the Executive breaches his fiduciary duty to the Company or unlawfully takes, physically or electronically, property belonging to the Company, in which case the duration may not exceed 2 years from the date of cessation of employment. Before agreeing to this [Section 3.1] the Executive has the right to and is encouraged to consult with counsel. The Executive agrees that he is receiving mutually-agreed consideration appropriate to support these restrictions pursuant to the additional compensation for which he is eligible pursuant to this Agreement,Agreement in [Sections 2.3] and/or 4.5. The Executive will be placed in a position of trust and responsibility and he will have access to a substantial amount of Confidential Information and Trade Secrets andfurther acknowledges that the Company is placing him in such position and giving him access to such information in reliance upon his agreement not to compete with the Company duringcontemplated by this [Section 3.1] (the “non-competition agreement”) is supported by fair and reasonable consideration independent from the Restricted Period; # that due to his management duties, Executive will beEmployee’s continued employment, and that, notwithstanding the repository of a substantial portion of the goodwill of the Company and would have an unfair advantage in competing with the Company; # that due to Executive’s special experience and talent, the loss of Executive’s services to the Company under this Agreement cannot reasonably or adequately be compensated solely by damages in an action at law; # that Executive is capable of competing with the Company; and # that Executive is capable of obtaining gainful, lucrative and desirable employment that does not violate the restrictions contained in this Agreement. In consideration of the compensation and benefits being paid and to be paid by the Company to Executive hereunder, Executive hereby agrees that, during the Restricted Period, Executive will not, without prior written consent of the Company, directly or indirectly seek or obtain a Competitive Position in the Restricted Territory; provided, however, that # the provisionsimmediate effectiveness otherwise of this Agreement upon the Parties execution of the Agreement, the non-competition agreement shall not be deemed to prohibittake effect until the ownership by Executivelater of any securities of# eleventh (11th) business day following the date on which the Company or its affiliated entities or not more than five percent (5%) of any class of securities of any corporation having a class of securities registered pursuantprovided this Agreement to the Exchange Act;Executive for review and execution; and # for purposesthe Executive’s execution of this § 13(c)(iv) only, the Restricted Period shall be reduced to eighteen (18) months if Executive’s employment is terminated by Company or Executive pursuant to § 8(a) (Prior to a Change in Control: Resignation by Executive for Good Reason; Termination by the Company Other Than for Cause, Death or Disability); and # this § 13(c)(iv) shall lapse and terminate at the end of the Employment Period if the Company gives notice to Executive pursuant to § 3 that this Agreement will not be extended.Agreement.

Executive acknowledges and recognizes the Company. The parties acknowledge: # that Executive’highly competitive nature of the Company’s services under this Agreement require special expertise and talent in the provision of Competitive Servicesbusiness and that Executive will have substantial contacts with customers, suppliers, advertisers and vendors of the Company; # that pursuant to this Agreement, Executive will be placed in a position of trust and responsibility and he will have access to a substantial amount of Confidential Informationthe Company’s confidential records and Trade Secretsproprietary information and that the Company is placing him in such positionexposure to customers, vendors, distributors and giving him access to such information in reliance upon his agreement not to compete with the Company during the Restricted Period; # that due to his management duties, Executive will be the repository of a substantial portion of the goodwillsuppliers of the Company renders him special and would have an unfair advantage in competing withunique within the Company; # that due to Executive’Company’s special experience and talent, the lossindustry. In consideration of Executive’s services to the Company under this Agreement cannot reasonably or adequately be compensated solely by damages in an action at law; # that Executive is capable of competing with the Company;continued employment, and # that Executive is capable of obtaining gainful, lucrative and desirable employment that does not violate the restrictions contained in this Agreement. In consideration of the compensation and benefits being paid and to be paidany payment(s) by the Company to Executive of amounts that may hereafter be paid to Executive pursuant to this Agreement (including, without limitation, pursuant to [Sections 3 and 4]4] hereof) and other obligations undertaken by the Company hereunder, Executive hereby agrees that,that during the Restricted Period, Executive will not, without prior written consent of# his employment with the Company, and # the period beginning on the date of termination of employment and ending 12 months after the date of termination of employment (the “Covered Time”), Executive shall not, directly or indirectly seek(whether through affiliates, relatives, or obtain a Competitive Positionotherwise), engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in theany Competing Business in any Restricted Territory; provided, however,Area (each as defined below), provided that # the provisions of this Agreement shall[Section 5.2(a)] will not be deemed to prohibit the ownership bybreached solely because Executive of any securitiesowns less than 5% of the Company or its affiliated entities or not more than five percent (5%)outstanding common stock of any class of securities of any corporation having a class of securities registered pursuant to the Exchange Act; # for purposes of this § 13(c)(iv) only, the Restricted Period shall be reduced to eighteen (18) months if Executive’s employment is terminated by Company or Executive pursuant to § 8(a) (Prior to a Change in Control: Resignation by Executive for Good Reason; Termination by the Company Other Than for Cause, Death or Disability); and # this § 13(c)(iv) shall lapse and terminate at the end of the Employment Period if the Company gives notice to Executive pursuant to § 3 that this Agreement will not be extended.publicly-traded company.

Executive acknowledges and recognizes the Company. The parties acknowledge: # that Executive’highly competitive nature of the Company’s services under this Agreement require special expertise and talent in the provision of Competitive Servicesbusiness and that Executive will have substantial contacts with customers, suppliers, advertisers and vendors of the Company; # that pursuant to this Agreement, Executive will be placed in a position of trust and responsibility and he will have access to a substantial amount of Confidential Informationthe Company’s confidential records and Trade Secretsproprietary information and that the Company is placing him in such positionexposure to customers, vendors, distributors and giving him access to such information in reliance upon his agreement not to compete with the Company during the Restricted Period; # that due to his management duties, Executive will be the repository of a substantial portion of the goodwillsuppliers of the Company renders Executive special and would have an unfair advantage in competing withunique within the Company; # that due to Executive’Company’s special experience and talent, the lossindustry. In consideration of Executive’s services to the Company under this Agreement cannot reasonably or adequately be compensated solely by damages in an action at law; # that Executive is capable of competing with the Company; and # that Executive is capable of obtaining gainful, lucrative and desirable employment that does not violate the restrictions contained in this Agreement. In consideration of the compensation and benefits being paid and to be paidcontinued employment, any payment(s) by the Company to Executive of amounts that may hereafter be paid to Executive pursuant to this Agreement (including, without limitation, pursuant to [Sections 3 and 4]4] hereof) and other obligations undertaken by the Company hereunder, Executive hereby agrees that,that during Executive’s employment with the Restricted Period,Company and for twelve (12) months following termination of Executive’s employment (the “Covered Time”), Executive willshall not, without prior written consent of the Company, directly or indirectly seek(whether through affiliates, relatives, or obtain a Competitive Positionotherwise), engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in theany Competing Business in any Restricted Territory; provided, however,Area (each as defined below), provided that # the provisions of this Agreement shall[Section 5(b)] will not be deemed to prohibit the ownership bybreached solely because Executive of any securities of the Company or its affiliated entities or not morepassively owns, without Executive’s active involvement, less than five percent (5%) of any classthe outstanding common stock of securities of any corporation having a class of securities registered pursuant to the Exchange Act; # for purposes of this § 13(c)(iv) only, the Restricted Period shall be reduced to eighteen (18) months if Executive’s employment is terminated by Company or Executive pursuant to § 8(a) (Prior to a Change in Control: Resignation by Executive for Good Reason; Termination by the Company Other Than for Cause, Death or Disability); and # this § 13(c)(iv) shall lapse and terminate at the end of the Employment Period if the Company gives notice to Executive pursuant to § 3 that this Agreement will not be extended.publicly-traded company.

The Executive agrees that # during the Company. The parties acknowledge: # thatterm of Executive’s services under this Agreement require special expertise and talent in the provision of Competitive Services and that Executive will have substantial contacts with customers, suppliers, advertisers and vendors of the Company; # that pursuant to this Agreement, Executive will be placed in a position of trust and responsibility and he will have access to a substantial amount of Confidential Information and Trade Secrets and that the Company is placing him in such position and giving him access to such information in reliance upon his agreement not to competeemployment with the Company and, # during the Restricted Period; # that due to his management duties, Executive will be12-month period following the repository of a substantial portion of the goodwill of the Company and would have an unfair advantage in competing with the Company; # that due to Executive’s special experience and talent, the losstermination of Executive’s services toemployment with the Company under this Agreement cannot reasonably or adequately be compensated solely by damages in an action at law; # that Executive is capable of competing with the Company; and # that Executive is capable of obtaining gainful, lucrative and desirable employment that does not violate the restrictions contained in this Agreement. In consideration of the compensation and benefits being paid and to be paid by the Company to Executive hereunder, Executive hereby agrees that, duringfor any reason (the “Non-Competition Period”) within the Restricted Period,Territory, the Executive willshall not, without prior written consent of the Company, directly or indirectly seekindirectly, engage or obtain a Competitive Positionparticipate in, prepare or set up, assist or have any interest in any person, partnership, corporation, firm, association or other business organization, entity or enterprise, whether as an officer, employee, director, partner, stockholder, consultant or otherwise, that engages in the Restricted Territory; provided, however, thatCompany’s Business. Notwithstanding the foregoing, # the provisions of this AgreementExecutive shall not be deemed to prohibit the ownership by Executive of any securities of the Companyprecluded from purchasing or its affiliated entitiesowning, directly or not more than fivebeneficially, as a passive investment, two percent (5%(2%) or less of any class of publicly traded securities ofif Executive does not actively participate in or control, directly or indirectly, any corporation having a class of securities registered pursuantinvestment or other decisions with respect to such entity, and # if the Exchange Act; # for purposes of this § 13(c)(iv) only,Board terminates the Restricted Period shall be reduced to eighteen (18) months if Executive’s employment is terminated by Company or Executive pursuant to § 8(a) (Prior to a Change in Control: Resignation by Executive for Good Reason; Termination by the Company Other Than for Cause, Death or Disability); and # this § 13(c)(iv) shall lapse and terminate atfollowing the end of the Employment Period if(for any reason other than a reason that would have constituted a Termination For Cause had such termination of employment occurred during the Company gives notice to Executive pursuant to § 3 thatEmployment Period), then solely for purposes of this Agreement will not[subparagraph 7(b)(i)], the “Non-Competition Period” shall be extended.the 3-month period following such termination of the Executive’s employment.