Period”), the Selling Principal will not, without the prior written consent of the Company,either directly or indirectly, carry on or engage in the Business anywhere in the “Restricted Area”(defined in Section 1(b) below), except (i) as a shareholder, officer, director, employee, orconsultant of the Company or (ii) as a shareholder or other equity owner of not more than threepercent (3%) of the shares of any company whose shares are publicly traded on any recognized stockexchange.          (b) **Restricted Area**. For purposes of this Agreement, “Restricted Area” means theUnited States, England, Scotland, Wales, Northern Ireland, and any other country in which theSelling Principal has undertaken his duties for the Company to a material extent either during theone-year period immediately preceding the date hereof or during the Restricted Period.     2. **Covenant Not to Solicit Employees and Partners**.          (a) **Non-Solicitation**. The Selling Principal will not, during the Restricted Period,directly or indirectly, solicit for employment or other provision of services any “Key Individual”(other than Leslie J. Schreyer) (defined in Section 2(b) below), provided that such person is a“Key Individual” on the date that the Selling Principal engages in such behavior or at any timeduring the six-month period immediately prior to such date. **Key Individual**. For purposesof this Agreement, a “Key Individual” is any person (a) who is an employee or partner of theCompany, (b) with whom the Selling Principal has had material contact while the Selling Principalis employed by the Company, and (c) is employed or engaged in marketing services and/or products(including investment funds), in managing fund assets, as an analyst, or in a senior managementposition.     3. **Remedies**. The Selling Principal agrees that he has read this entire agreement,understands it, and has had adequate time to review it with counsel or any other advisor of hischoice. The Selling Principal acknowledges that Sections 1 and 2 above were negotiated at arms’length and are required for the fair and reasonable protection of the Company. The SellingPrincipal acknowledges and agrees that a breach by him of any of his obligations under thisAgreement will result in irreparable and continuing damage to the Company for which there will beno adequate remedy at law, and, therefore, the Selling Principal and the Company agree that, in theevent of any breach of such obligations, the Company will be entitled to injunctive relief and suchother and further relief, including monetary damages, as is proper in the circumstances. No bondor other security will be required to obtain such relief, and the Selling Principal consents to theissuance of such relief. Nothing in this Section 3 will be deemed to limit the Company’s remediesat law or in equity that may be pursued or availed of by it for any breach by the Selling Principalof this Agreement.     4. **Reformation of Agreement; Severability**. It is the intent of the parties heretothat the restrictions contained in this Agreement be enforced to the fullest extent permissibleunder the laws of each jurisdiction in which enforcement is sought. If any restriction containedin this Agreement is for any reason held by a court to be excessively broad as to duration,activity, geographical scope, or subject, then such restriction will be construed, judiciallymodified, or “blue penciled” in such jurisdiction so as to thereafter be limited or reduced to theextent required to be enforceable in such jurisdiction in accordance with applicable law. If anyrestriction contained in this Agreement is held to be invalid, illegal, or unenforceable in anyrespect under any applicable law in any jurisdiction, then such invalidity, illegality, or
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unenforceability will not affect any other provision of this Agreement or any otherjurisdiction, but such restriction will be reformed, construed, and enforced in such jurisdictionas if such invalid, illegal, or unenforceable restriction had never been contained in thisAgreement.     5. **Reasonableness of Restrictions**. The Selling Principal has carefully read andconsidered the provisions of this Agreement and, having done so, hereby agrees that therestrictions set forth herein are fair and reasonable and are reasonably required for theprotection of the interests of the Company.     6. **Entire Agreement; Amendments; Waivers**. This Agreement, the Purchase Agreement, andany employment agreement entered into by the Selling Principal contain the entire agreement betweenthe parties hereto with respect to the subject matter hereof and thereof. This Agreement may notbe changed orally but only by an agreement, in writing, signed by the Selling Principal and anofficer of the Company specifically designated by the board of directors of the Company (or itsdesignee) to execute such amendment. The terms or covenants of this Agreement may be waived onlyby a written instrument specifically referring to this Agreement, executed by the party waivingcompliance. The failure of the Company at any time or from time to time to require performance ofany of the Selling Principal’s obligations under this Agreement will in no manner affect theCompany’s right to enforce any provisions of this Agreement at a subsequent time; and the waiver bythe Company of any right arising out of any breach will not be construed as a waiver of any rightarising out of any subsequent breach.     7. **Assignment****.**This Agreement will inure to the benefit of, and will be binding upon,the Company and its permitted assigns. The Company will not assign this Agreement without thewritten consent of the Selling Principal, provided that the Company may assign this Agreementwithout the written consent of the Selling Principal to an affiliate of the Company.     8. **No Right of Employment**. This Agreement will not be construed as conferring on theSelling Principal any right to continued employment or employment in any position.     9. **Governing Law**. This Agreement will be governed by and construed in accordance withthe laws of the State of New York, notwithstanding any conflict of law provision to the contrary.     10. **Counterparts**. This Agreement may be executed in any number of counterparts, eachof which will be an original but all of which together will constitute one and the same instrument.*[signature page follows]*
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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as ofthe date first set forth above.      GLG PARTNERS, INC.