EX-10.28



 Exhibit 10.28 

ATHENE HOLDING LTD. 

2014 SHARE INCENTIVE PLAN 

Restricted Share Unit Award Notice (Performance-Based Vesting) 

[Name of Holder] 
 You have been awarded a
restricted share unit award with respect to Class A common shares of Athene Holding Ltd., a Bermuda exempted company limited by shares (the “Company”), pursuant to the terms and conditions of the Athene Holding Ltd. 2014 Share
Incentive Plan (the “Plan”) and the Restricted Share Unit Award Agreement (together with this Award Notice, the “Agreement”). Copies of the Plan and the Restricted Share Unit Agreement are attached hereto.
Capitalized terms not defined herein shall have the meanings specified in the Plan or the Agreement. 
  

			
	RSU Award:	  	Subject to the terms and conditions of the Plan and this Agreement, this Award entitles you to receive [                ] Class A common shares, par
value $0.001 per share, of the Company (the “Common Shares”) (or the cash equivalent thereof) if you meet the target level of Performance Measures as set forth below (the “Target Common Shares”) which may be
adjusted up to [                ] Common Shares (or the cash equivalent thereof) if you meet or exceed the maximum level of Performance Measures as set forth
below or adjusted down to [                ] Common Shares (or the cash equivalent thereof) if you meet or exceed the minimum level of Performance Measures but do
not meet the target level. The actual number of Common Shares (or cash equivalent thereof) you are entitled to receive is based on your attainment of the applicable Performance Measures.
		
	Grant Date:	  	[            ,         ]
		
	Performance Period:	  	The three (3) consecutive fiscal years of the Company beginning on [                    ]
		
	Performance Measures:	  	With respect to 50% of the Target Common Shares, the Performance Measure will be based on the average Return on Equity for the Performance Period, based on operating income and excluding accumulated other comprehensive income (the
“ROE Performance Measure”). With respect to the other 50% of the Target Common Shares, the Performance Measure will be based on the cumulative Operating Income, net of tax, over the Performance Period (the “Operating Income
Performance Measure”).
		
		  	For this purpose, Return on Equity and Operating Income have the same meanings as disclosed in the Company’s financial statements,


  
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		  	reports to the U.S. Securities Exchange Commission or other public disclosures from time to time; provided, however, that either or both may be amended or adjusted in the discretion of the Committee to reflect special
charges, including but not limited to restructuring or impairment charges, debt refinancing costs, extraordinary or noncash items, unusual, nonrecurring or one-time events affecting the Company or its financial statements or changes in law or
accounting principles.
		
	Vesting Conditions:	  	Except as otherwise provided in the Plan, the Agreement or any other agreement between you and the Company or any of its Subsidiaries, the number of Common Shares subject to the Award shall vest, if at all, on the day that is 15
days after the end of the Performance Period (the “Vesting Date”) based on your attainment of the Performance Measures during the Performance Period as set forth below. The number of Common Shares subject to the Award that vest upon
the attainment of Performance Measures between Minimum, Target and Maximum levels shall be determined by interpolation between the applicable performance levels.

  

							
	 Applicable Performance Measures
	  	If you attain the
following level of
performance,	  	Then, you will become vested in
the following percentage of
Target Common Shares subject to
the
applicable Performance
Measure	 
	 With respect to the 50% of the Target Common Shares subject to the ROE Performance
Measure
	  	At least Minimum	  	 	50	% 
	  	Target	  	 	100	% 
	  	Meet or exceed
Maximum	  	 	150	% 
			
	 With respect to the 50% of the Target Common Shares subject to the Operating Income
Performance Measure
	  	At least Minimum	  	 	50	% 
	  	Target	  	 	100	% 
	  	Meet or exceed
Maximum	  	 	150	% 


  

			
		  	 If you experience a Termination of Relationship before the Vesting Date for any reason, the Award shall be forfeited and shall be canceled by
the Company except as follows:
  
 1) Death or
Disability. If your Termination of Relationship is due to your death or Disability, the Award shall become immediately and fully vested as of the effective date of such Termination of



  
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		 	 Relationship with respect to the number of Common Shares that would have vested at the end of the Performance Period
based on the attainment of Performance Measures at the target level;
  

2) Retirement. If your Termination of Relationship is due to your Retirement (as defined below), the Award
shall become vested as of the effective date of your Retirement as set forth in the table above except that (a) the extent to which you have attained the applicable Performance Measures (i.e., Minimum, Target or Maximum) shall be determined by
extrapolating performance as of your date of Retirement through the end of the Performance Period using the financial information from the most recent calendar quarter preceding the date of your Retirement for which such information is available and
(b) the number of Common Shares that would have become vested based on attainment of Performance Measures at such level pursuant to the table above (i.e., Minimum, Target or Maximum) shall be pro rated based on the number of days that have elapsed
between the first day of the Performance Period and the date of your Termination of Relationship relative to the total number of days in the Performance Period. For this purpose, Retirement means a Termination of Relationship other than
for Cause on or after your attainment of age 60 with at least five (5) consecutive years of employment or service with the Company or its affiliates immediately prior to your Retirement; and

 
 3) Change in Control. If your
Termination of Relationship occurs within eighteen (18) months following a Change in Control and is due to (i) an involuntary termination by the Company without Cause or (ii) a resignation by you for Good Reason, the Award shall become vested as of
the effective date of such Termination of Relationship with respect to the number of Common Shares that you would have received at the end of the Performance Period based on the attainment of Performance Measures at the target level.

 
 For the avoidance of doubt, any portion of the Award which does not become vested on the
Vesting Date (or, if earlier as of the date of your Termination of Relationship pursuant to the paragraphs (1), (2) or (3) above) shall be forfeited and canceled by the Company immediately thereafter.


  

			
	ATHENE HOLDING LTD.
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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 Acknowledgment, Acceptance and Agreement: 

By signing below and returning this Award Notice to Athene Holding Ltd. at the address stated herein, I hereby acknowledge receipt of the Agreement and the
Plan, accept the Award granted to me and agree to be bound by the terms and conditions of this Award Notice, the Agreement and the Plan. 
  

	
	  

	Holder
	
	  

	Date

 Athene Holding Ltd. 

c/o Athene Employee Services, LLC 

Attn: Kristi Burma, SVP of Human Resources 

7700 Mills Civic Parkway 

West Des Moines, IA 50266-3862 

  
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 ATHENE HOLDING LTD. 

2014 SHARE INCENTIVE PLAN 

Restricted Share Unit Award Agreement 

Athene Holding, Ltd., a Bermuda exempted company limited by shares (the “Company”), hereby grants to the individual (the
“Holder”) named in the award notice attached hereto (the “Award Notice”) as of the “Grant Date” (as defined in the Award Notice, pursuant to the provisions of the Athene Holding Ltd. 2014 Share Incentive
Plan (the “Plan”), a restricted share unit award (the “Award”) with respect to the number of the Company’s Class A common shares, par value $0.001 per share (the “Common Shares”) set forth in
the Award Notice, upon and subject to the restrictions, terms and conditions set forth below, in the Award Notice and in the Plan. Capitalized terms not defined herein shall have the meanings specified in the Plan. 

1. Award Subject to Acceptance of Agreement. The Award shall be null and void unless Holder shall accept this Agreement by
executing it in the space provided therefor and returning an original execution copy of the Award Notice to the Company (or electronically accepting this Agreement pursuant to procedures established by the Committee). 

2. Restriction Period and Vesting. Except as otherwise provided in this Agreement, the Award shall vest in accordance with the
vesting schedule set forth in the Award Notice (the “Vesting Schedule”). 
 3. Settlement of
Award. (a) Subject to Section 5.1, as soon as practicable after the vesting of all or a portion of the Award (but not later than ninety (90) days after each date on which all or a portion of the Award vests), the Company shall
settle the Award, subject to the conditions of this Agreement, with respect to the number of Common Shares so vested. Settlement shall be made, at the sole discretion of the Company, by (i) delivery of the number of Common Shares subject to the
Award so vested, (ii) payment of cash equal to the Fair Market Value of the equivalent number of Common Shares subject to the Award so vested, or (iii) a combination of both. If the Company elects to issue any Common Shares in settlement of the
Award, such issuance shall be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company and the Company shall pay all original issue or transfer taxes and all fees and expenses incident to
such issuance, except as otherwise provided in Section 5.1. Any fraction of a Common Share which would otherwise be issuable upon settlement of the Award shall be rounded up to the nearest whole number. Except as set forth in this
Agreement, Holder shall not be entitled to any voting rights or other privileges of ownership with respect to Common Shares subject to the Award unless and until such shares become vested pursuant to Section 2, and then only to the extent the
Company has settled such portion of the Award in Common Shares. Prior to the settlement of the Award (whether in cash or Common Shares), Holder shall have only the status of a general unsecured creditor of the Company and have no direct or
secured claim in any specific assets of the Company or in any Common Shares.
 (b) Dividend Equivalents. In the event that the
Company pays a dividend on its Common Shares, which dividend record date is prior to the date on which all or any portion of this Award is settled, then subject to Section 5.1, the Company shall pay to Holder, each time all


  
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or any portion of the Award is settled (or the payment date for the dividend if later), an amount in cash equal to the aggregate ordinary cash dividends that would have been paid on the
equivalent number of Common Shares subject to the portion of the Award being settled (the “Dividend Equivalent Shares”) during the period between the Grant Date and such settlement date had the Dividend Equivalent Shares been held
directly by Holder during such period (the “Dividend Equivalents”). Dividend Equivalents shall be paid whether the Award (or portion thereof) is settled in cash or Common Shares. No Dividend Equivalents shall be paid prior
to the date on which the Award vests and is settled, in whole or in part, and no Dividend Equivalents shall be paid with respect to any Common Shares subject to this Award that have either been settled or forfeited prior to the record date for such
ordinary cash dividend. 
 4. Transfer Restrictions and Investment Representations. 

4.1. Nontransferability of Award. The Award may not be transferred by Holder other than by will or the laws of descent and
distribution, pursuant to the designation of one or more beneficiaries on the form prescribed by the Committee or, to the extent permitted by the Committee, to a trust or entity established for estate planning purposes. Except as permitted by
the foregoing sentence, the Award may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any
attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award and all rights hereunder shall immediately become null and void. 

4.2. Investment Representation. Holder hereby represents and covenants that (a) any Common Shares acquired upon the vesting
of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the
Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or
pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, Holder shall submit a written statement, in a form satisfactory to the Company, to the effect that such
representation (x) is true and correct as of the date of any vesting of any shares hereunder or (y) is true and correct as of the date of any sale of any such shares, as applicable. As a further condition precedent to the delivery to
Holder of any Common Shares subject to the Award, Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall
execute any documents which the Committee shall in its sole discretion deem necessary or advisable. 
 5. Additional Terms and
Conditions. 
 5.1. Withholding Taxes. (a) As a condition precedent to the settlement of any Award upon vesting, Holder
shall, upon request by the Company, pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the
“Required Tax Payments”) with respect to the vesting and settlement of the Award. If Holder shall fail to 

  
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advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to
Holder. 
 (b) Holder may elect to satisfy his or her obligation to advance the Required Tax Payments by a cash payment to the Company or,
if applicable, authorizing the Company to withhold whole shares of Common Shares which would otherwise be delivered to Holder upon settlement of the Award having an aggregate Fair Market Value, determined as of the date on which such withholding
obligation arises (the “Tax Date”), equal to the Required Tax Payments. Following an IPO, withholding may also be satisfied by delivery to the Company (either actual delivery or by attestation procedures established by the
Company) of previously owned whole shares of Common Shares having an aggregate Fair Market Value on the Tax Date equal to the Required Tax Payments or any combination of the methods described in this Section 5.1(b). Common Shares to be
delivered or withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments except that any fraction of a Common Share which would be required to satisfy any such obligation shall be rounded up to the nearest
whole number. No Common Share or certificate representing a Common Share shall be issued or delivered until the Required Tax Payments have been satisfied in full. 

5.2. Adjustment. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting
Standards Codification Topic 718, Compensation—Stock Compensation or applicable successor guidance) that causes the per share value of a Common Share to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization
through an extraordinary dividend, the terms of the Award, including the number and class of securities subject hereto, shall be appropriately adjusted by the Committee. In the event of any other change in corporate capitalization, including a
merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution
or enlargement of rights of Holder. The decision of the Committee regarding any such adjustment shall be final, binding and conclusive.

5.3. Compliance with Applicable Law. The Award is subject to the condition that if the listing, registration or qualification of
the Common Shares subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action incidental thereto is necessary or desirable as a condition of, or in
connection with, the delivery of shares hereunder, the Common Shares subject to the Award shall not be delivered, in whole or in part, unless such listing, registration, qualification, consent, approval or other action shall have been effected or
obtained, free of any conditions not acceptable to the Company.
 5.4. Awards Subject to Clawback and Reduction for 280G. The
Award and any Common Shares, other securities, cash or other property delivered pursuant to the Award are subject to (a) forfeiture, recovery by the Company or other action pursuant to any clawback or recoupment policy which the Company may adopt
from time to time, including without limitation any such policy which the Company may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise
required by law and (b) reduction pursuant to any policy which the 

  
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Company may adopt from time to time to avoid the potential adverse tax consequences that may be imposed on the Company or Holder pursuant to Section 280G and/or Section 4999 of the Code. 

5.5. Award Confers No Rights to Continued Employment. In no event shall the granting of the Award or its acceptance by Holder, or
any provision of this Agreement or the Plan, give or be deemed to give Holder any right to continued employment by the Company, the Asset Management Company or any of their Subsidiaries or affiliates or affect in any manner the right of the Company,
the Asset Management Company or any of their Subsidiaries or affiliates to terminate the employment of any person at any time.
 5.6.
Decisions of Board or Committee. The Committee (or Board, as applicable) shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by
the Committee (or Board, as applicable) regarding the Plan, the Award Notice or this Agreement shall be final, binding and conclusive. 

5.7. Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and
any person or persons who shall, upon the death of Holder, acquire any rights hereunder in accordance with this Agreement or the Plan. 

5.8. Notices. All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to
Athene Holding Ltd., c/o Athene Employee Services, LLC, Attn: Kristi Burma, SVP Human Resources, 7700 Mills Civic Parkway, West Des Moines, IA 50266-3862, and if to Holder, to the last known mailing address of Holder contained in the records of the
Company. All notices, requests or other communications provided for in this Agreement shall be made in writing either (a) by personal delivery, (b) by facsimile or electronic mail with confirmation of receipt, (c) by mailing in the
United States mails or (d) by express courier service. The notice, request or other communication shall be deemed to be received upon personal delivery, upon confirmation of receipt of facsimile or electronic mail transmission or upon
receipt by the party entitled thereto if by United States mail or express courier service; provided, however, that if a notice, request or other communication sent to the Company is not received during regular business hours, it shall
be deemed to be received on the next succeeding business day of the Company. 
 5.9. Governing Law. This Agreement, the Award and all
determinations made and actions taken pursuant hereto and thereto, to the extent not governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving
effect to principles of conflicts of laws. 
 5.10. Agreement Subject to the Plan. This Agreement is subject to the provisions
of the Plan and shall be interpreted in accordance therewith. In the event that the provisions of this Agreement and the Plan conflict, the Plan shall control. Holder hereby acknowledges receipt of a copy of the Plan. 

  
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 5.11. Entire Agreement. This Agreement, including the Award Notice, and the Plan
constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Holder with respect to the subject matter hereof.

5.12. Partial Invalidity. The invalidity or unenforceability of any particular provision of this Agreement shall not effect the
other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. 

5.13. Amendment and Waiver. The provisions of this Agreement may not be amended without the written consent of Holder where such
amendment would materially impair Holder’s rights under this Agreement. No course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

 5.14. Counterparts. The Award Notice may be executed in two counterparts, each of which shall be deemed an original and both
of which together shall constitute one and the same instrument. 
 6. Protective Covenants. 

6.1. Confidential Information. (a) Holder shall not disclose or use at any time any Confidential Information (as defined
below) of which Holder is or becomes aware, whether or not such information is developed by Holder, except to the extent that such disclosure or use is directly related to and required by Holder’s performance in good faith of duties for the
Company, its Subsidiaries, the Asset Management Company or their respective Affiliates. Holder shall take all appropriate steps to safeguard Confidential Information in Holder’s possession and to protect it against disclosure, misuse,
espionage, loss and theft. Holder shall deliver to the Company upon Holder’s Termination of Relationship, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other
documents and data (and copies thereof) relating to the Confidential Information or the business of the Company, its Subsidiaries, the Asset Management Company or any of their respective Affiliates which Holder may then possess or have under his or
her control. Notwithstanding the foregoing, Holder may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as
possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. As used in this Agreement, the term
“Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company, its Subsidiaries, the Asset Management Company or their respective Affiliates in
connection with their businesses, including, but not limited to, information, observations and data obtained by Holder while providing services to the Company, its Subsidiaries, the Asset Management Company, their respective Affiliates or any
predecessors thereof (including those obtained prior to the date hereof) concerning (i) the business or affairs of the Company, its Subsidiaries, the Asset Management Company or their respective Affiliates (or such predecessors), (ii) products or
services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including 

  
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operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new
developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes,
technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by Holder in breach of this Agreement) in a form
generally available to the public prior to the date Holder proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately
published, but only if all material features comprising such information have been published in combination. 
 (b) Nothing herein
(including, without limitation, any provision of this Section 6 shall, or is intended to, limit Holder’s right to file a proceeding with, or provide truthful evidence or other information to, any federal, state or local governmental
agency. 
 6.2. Restriction on Competition. (a) Holder acknowledges that, in the course of his or her service with the
Company, its Subsidiaries, the Asset Management Company and/or their predecessors (the “Protected Companies”), he or she has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other
confidential and proprietary information concerning the Protected Companies and that his or her services have been and will be of special, unique and extraordinary value to the Protected Companies. Holder agrees that if Holder were to become
employed by, or substantially involved in, the business of a competitor of the Protected Companies during the Restricted Period, it would be very difficult for Holder not to rely on or use the Protected Companies’ trade secrets and confidential
information. Thus, to avoid the inevitable disclosure of the Protected Companies’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Protected Companies’ relationships
and goodwill with customers, during the Restricted Period, Holder will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing,
operation, management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or
profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer
or licensor of technology. For purposes of this Agreement, “Restricted Area” means anywhere in the United States, Bermuda and elsewhere in the world where the Protected Companies engage in business, including, without limitation,
jurisdictions where any of the Protected Companies reasonably anticipate engaging in business on the date of Holder’s Termination of Relationship (provided that as of the date of Holder’s Termination of Relationship, to the knowledge of
Holder, such area has been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the date of Holder’s Termination of Relationship). For purposes of this Agreement,
“Competing Business” means a Person that at any time during Holder’s period of service has competed, or any time during the twelve (12) month period following the date of Holder’s Termination of Relationship begins
competing with the Protected Companies anywhere in the Restricted Area and in the business of (i) annuity 

  
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reinsurance, focusing on contracts reinsuring a quota share of future premiums of various fixed annuity product lines, (ii) reinsuring closed blocks of existing business, (iii) managing
investments held by ceding companies pursuant to funds withheld coinsurance contracts with its affiliates, (iv) managing investments in the life insurance industry, or (v) any significant business conducted by the Protected Companies as of the date
of Holder’s Termination of Relationship and any significant business the Protected Companies conduct in the twelve (12) month period after Holder’s Termination of Relationship (provided that as of the date of Holder’s Termination of
Relationship, to the knowledge of Holder, such business has been discussed as a business that the Protected Companies reasonably contemplate engaging in within such twelve (12) month period). For purposes of this Agreement, “Restricted
Period” means Holder’s period of service until his or her Termination of Relationship, and thereafter through and including: (A) twelve (12) months following Holder’s Termination of Relationship with respect to any Holder with a
title of CEO, President or EVP at the time of the Termination of Relationship; (B) nine (9) months following Holder’s Termination of Relationship with respect to any Holder with a title of SVP at the time of the Termination of Relationship; (C)
six (6) months following Holder’s Termination of Relationship with respect to any Holder with a title of VP at the time of the Termination of Relationship; and (D) two (2) months following Holder’s Termination of Relationship with respect
to any Holder with a title less senior than VP at the time of the Termination of Relationship. 
 (b) Nothing herein shall prohibit
Holder from (i) being a passive owner of not more than 1% of the outstanding stock of any class of a corporation which is publicly traded, so long as Holder has no active participation in the business of such corporation, or (ii) providing services
to a subsidiary, division or affiliate of a Competing Business if such subsidiary, division or affiliate is not itself engaged in a Competing Business and Holder does not provide services to, or have any responsibilities regarding, the Competing
Business. 
 6.3. Non-Solicitation of Employees and Consultants. During Holder’s period of service and for a period of
twelve (12) months after the date of Holder’s Termination of Relationship, Holder shall not directly or indirectly through any other Person (a) induce or attempt to induce any employee or independent contractor of the Protected Companies
to leave the employ or service, as applicable, of the Protected Companies, or in any way interfere with the relationship between the Protected Companies, on the one hand, and any employee or independent contractor thereof, on the other hand, or (b)
hire any person who was an employee of the Protected Companies, in each case, until six (6) months after such individual’s employment relationship with the Protected Companies has been terminated. 

6.4. Non-Solicitation of Customers. During Holder’s period of service and for a period of twelve (12) months after the date
of Holder’s Termination of Relationship, Holder shall not directly or indirectly through any other Person influence or attempt to influence customers, vendors, suppliers, licensors, lessors, joint venturers, ceding companies, associates,
consultants, agents, or partners of the Protected Companies to divert their business away from the Protected Companies, and Holder will not otherwise interfere with, disrupt or attempt to disrupt the business relationships, contractual or otherwise,
between the Protected Companies, on the one hand, and any of their customers, suppliers, vendors, lessors, licensors, joint venturers, associates, officers, employees, consultants, managers, partners, members or investors, on the other hand. 

  
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 6.5. Understanding of Covenants. Holder represents and agrees that he or she (a) is
familiar with and carefully considered the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”), (b) is fully aware of his or her obligations hereunder, (b) agrees to the reasonableness of
the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (d) agrees that the Restrictive Covenants are necessary to protect the Protected Companies’ confidential and proprietary information, good will,
stable workforce and customer relations, and (e) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether Holder is then entitled to receive severance pay
or benefits from any of the Protected Companies. Holder understands that the Restrictive Covenants may limit his or her ability to earn a livelihood in a business similar to the business of the Protected Companies, but he or she nevertheless
believes that he or she has received and will receive sufficient consideration and other benefits as an employee of or other service provider to the Company and as otherwise provided hereunder to clearly justify such restrictions which, in any event
(given his or her education, skills and ability), Holder does not believe would prevent him or her from otherwise earning a living. Holder agrees that the Restrictive Covenants do not confer a benefit upon the Protected Companies
disproportionate to the detriment of Holder. 
 6.6. Enforcement. Holder agrees that Holder’s services are unique and that
he or she has access to Confidential Information. Accordingly, Holder agrees that a breach by Holder of any of the covenants in this Section 6 would cause immediate and irreparable harm to the Company that would be difficult or impossible to
measure, and that damages to the Company for any such injury would therefore be an inadequate remedy for any such breach. Therefore, Holder agrees that in the event of any breach or threatened breach of any provision of this Section 6,
the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Agreement, at law or otherwise, to obtain specific performance, injunctive relief and/or other appropriate relief (without
posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Section 6, as the case may be, or require Holder to account for and pay over to the Company all compensation, profits, moneys, accruals,
increments or other benefits derived from or received as a result of any transactions constituting a breach of this Section 6, if and when final judgment of a court of competent jurisdiction is so entered against Holder. Holder further
agrees that the applicable period of time any Restrictive Covenant is in effect following the date of Holder’s Termination of Relationship, as determined pursuant to the foregoing provisions of this Section 6, shall be extended by the
same amount of time that Holder is in breach of any Restrictive Covenant. 

  
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