Non-Disclosure. Other than to the extent required by applicable securities laws, if and until such time as this Agreement becomes publicly disclosed by the Company in its required securities filings or otherwise, Employee shall not disclose the fact of this Agreement or any of its terms to any third parties other than to Employee’s spouse, tax and financial advisors, banks, creditors, or attorneys, each of whom, in turn shall be bound by this paragraph not to further disclose this Agreement. Employee agrees that any violation of this confidentiality provision will result in substantial and irreparable injury to Company. In the event of such a violation, in addition to the Company’s right to terminate any further payment or benefits as permitted under Paragraph 5, Employee will also be liable to Company for such economic damages and equitable relief as a Court may deem appropriate.

Non-solicitation. Executive agrees, to the extent permitted by applicable law, that in the event the Executive receives severance pay or other benefits pursuant to Section 3(a) or 3(b) above, for the number of months of severance provided to Executive pursuant to Section 3(a)(ii) or 3(b)(ii), as applicable, immediately following the date of Executive’s termination, Executive, as a condition to receipt of severance pay and benefits under Sections 3(a) and 3(b), will not directly or indirectly, solicit, induce, recruit, or encourage any employee of the Company to leave his or her employment either for Executive or for any other entity or person. In the event Executive violates the provisions of this Section 4(b), all severance pay and other benefits to which Executive may otherwise be entitled pursuant to Section 3(a) or 3(b) shall cease immediately.

Non-Payment. The Borrower or any other Loan Party fails to pay # when and as required to be paid herein and in the currency required hereunder, any amount of principal of any Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or # within three (3) Business 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) Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

Your RSUs are personal to you and shall not be transferable by you otherwise than by will or the laws of descent and distribution.

Non-Exclusivity. The rights granted to the Indemnified Representative pursuant to this Agreement shall not be deemed exclusive of any other rights to which the Indemnified Representative may be entitled under statute, the provisions of any certificate of incorporation, by-laws, or agreement, a vote of stockholders or directors, or otherwise, both as to action in an Official Capacity and in any other capacity.

Non-Transferability. The Restricted Share Units may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by Grantee, except by will or the laws of descent and distribution. Any purported transfer or encumbrance in violation of this provision shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in the Restricted Share Units.

Non-assignability. A Covered Executive will have no right to assign or transfer any interest under this Plan.

Non-solicitation. Consultant agrees that during the Term of this Agreement, and for one year thereafter, Consultant will not, either directly or indirectly, solicit or attempt to solicit any employee or individual who provides services to Client as an independent contractor or consultant to terminate his or her relationship with Client in order to become an employee, consultant or independent contractor to or for another person or entity.

Non‑transferability. This Option may be exercised during the lifetime of the Participant only by the Participant, and following death only by the Participant’s Beneficiary. If a Beneficiary dies after the Participant dies but before the Option is exercised and before such rights expire, such rights shall become assets of the Beneficiary’s estate. Except as provided in this paragraph, Options may not be assigned or alienated, whether voluntarily or involuntarily including, without limitation, under any domestic relations order, and any such attempted assignment or alienation shall be null, void and of no effect.

Non-Compete. Except as set forth in the third paragraph of this Section 3, Employee shall not, while this Agreement is in effect, engage in, or be interested in, in an active capacity, any business other than that of the Employer or any affiliate, associate or subsidiary corporation of Employer. It is the express intent of the Employer and Employee that: # the covenants and affirmative obligations of this Section be binding obligations to be enforced to the fullest extent permitted by law; # in the event of any determination of unenforceability of the scope of any covenant or obligation, its limitation which a court of competent jurisdiction deems fair and reasonable, shall be the sole basis for relief from the full enforcement thereof; and # in no event shall the covenants or obligations in this Section be deemed wholly unenforceable.